Assets of Industrial Lighting Manufacturer

Sale of all assets of Edison Price Lighting Inc. which includes:

1. the Equipment of Seller identified on Schedule 2.1(a), as such Schedule may be updated from time to time by Purchaser pursuant to Section 6.7, (the “Assigned Equipment”), and any leases relating to such Assigned Equipment (the “Assigned Leases”);
2. all raw materials, work-in-process and finished good inventory of Seller;
3. deposits and other prepaid amounts that relate to the Acquired Assets;
4. all of Seller’s rights in Purchased Causes of Action;
5. all of Seller’s Books and Records; provided that Seller may obtain and retain copies of any or all such books and records before their transfer to Purchaser;
6. all Intellectual Property of Seller (to the extent assignable) and all goodwill of Seller;
7. all of Seller’s Governmental Authorizations and all of Seller’s pending applications therefor or renewals thereof, in each case solely to the extent transferable to Purchaser, and excluding Governmental Authorizations or pending applications therefor required for the continued operation of an Excluded Asset;
8. all of Seller’s rights with respect to any confidentiality, noncompetition, non-solicitation or other similar obligations of any Person other than Seller (including any such obligations of any third party or of any current or former Related Person of Seller) that are owed to Seller or with respect to which Seller has the rights to enforce; and
9. all of Seller’s other assets, properties and rights (unless specifically identified as an Excluded Asset).