Assets of Lightweighting, Noise and Vibration Solutions Supplier Bus...

Sale of substantially all of assets of Shiloh Industries, Inc. and its seller affiliates (collectively, the “Sellers”), including all right, title and interest of any Seller in, to or under to or under the properties and assets of Sellers of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, relating to the Business:

• The Owned Real Property and, subject to Section 2.5, the Leased Real Property (together with the Owned Real Property, the “Real Property”), together in each case with Sellers’ right, title and interest in and to all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances relating to such Real Property;
• All raw materials, works-in-progress, finished goods, supplies, packaging materials and other inventories owned by any Seller related to the Business (the “Inventory”);
• All fixtures, furniture, furnishings, equipment, machinery and other tangible personal property owned by a Seller or leased by a Seller (to the extent the underlying lease is a Purchased Contract), subject to the terms of the relevant lease, in each case including any such items that are located on or at the Owned Real Property or Leased Real Property;
• The Contracts that (A) are set forth on Schedule 2.1(b)(iv) (as modified pursuant to Section 2.5), (B) are unexpired as of the Closing Date (including those Contracts that have been previously unrenewed) and (C) have not been rejected (or are the subject of a notice of rejection or a pending rejection motion) by any Seller (the “Purchased Contracts”);
• All warranties, guarantees and similar rights related to the Business or the other Purchased Assets, including warranties and guarantees made by suppliers, manufacturers and contractors under the Purchased Assets, and claims against suppliers and other third parties in connection with the Purchased Contracts;
• All Intellectual Property (the “Purchased Intellectual Property”);
• All equity interests in the entities set forth on Schedule 2.1(b)(vii) (collectively, the “Transferred Acquired Entities”, and together with all Subsidiaries of such Transferred Acquired Entities (other than Shiloh Industries Italia S.R.L. and, to the extent applicable, any Seller), the “Acquired Entities”);
• All Permits held by Sellers related to the Business and all pending applications therefor or renewals thereof (the “Business Permits”), but only to the extent such Business Permits may be transferred under applicable Law;
• all bank accounts, all deposits (including maintenance deposits, customer deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments and insurance policies, that have been prepaid by any Seller;
• All Accounts Receivable (whether billed or unbilled);
• All refunds, rebates or credits of Taxes relating to the Purchased Assets, the Business or the Acquired Entities, in each case in respect of any Post-Closing Tax Period (other than refunds, rebates or credits of Taxes that were paid or deposited by any Seller);
• All rights and obligations under or arising out of all insurance policies to the extent relating to any Assumed Liability;
• All of the rights and claims of Sellers available under the U.S.
• Bankruptcy Code, of whatever kind or nature, as set forth in sections 544 through 551, inclusive, 553, 558 and any other applicable provisions of the Bankruptcy Code, including with respect to trade obligations paid prior to initial filing of the Bankruptcy Cases (the “Petition Date”), and any related claims and actions arising under such sections by operation of Law or otherwise, including any and all proceeds of the foregoing (such rights and claims not to be prosecuted by Purchaser or any other Person);
• All assets held under or in connection with any Company Plan listed on Schedule 2.1(b)(xiv) (the “Assumed Benefit Plans”) or any Acquired Entity Benefit Plan, in each case together with all funding arrangements thereto (including all assets, trusts, insurance policies and administrative service Contracts);
• Any amounts owing from any Acquired Entity to any Seller;
• all goodwill related to the Business and the Purchased Assets;
• All books, records, files, invoices, inventory records, product specifications, cost and pricing information, business plans and quality control records and manuals, including all data and other information stored in any format or media, including on hard drives, hard copy or other media, in each case to the extent permitted by applicable Laws; and
• All rights, claims, causes of action and credits to the extent relating to any other Purchased Asset or Assumed Liability, including any such item arising under any guarantee, warranty, indemnity, right of recovery, right of setoff or similar right in favor of the applicable Seller in respect of any Purchased Asset or Assumed Liability.