Assets of Marine Fuel Logistics Company

Sale of substantially all of assets of the Aegean Marine Petroleum Network Inc., et al., including all of the right, title and interest, free and clear of all Liens (other than Liens included in the Assumed Liabilities and Permitted Liens or as otherwise set forth in the Sale Order), of Sellers in each and all of the Acquired Assets. “Acquired Assets” shall mean all properties, assets and rights of every nature, tangible and intangible, of Sellers, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of Sellers as the same shall exist on the Closing Date that are used or held for use in or relating to the Business (other than the Excluded Assets), including the following assets:

• (i) All right, title and interest of Sellers in the real property set forth on Schedule 2.1(a)-1, together with all buildings, structures, fixtures, and improvements erected thereon, including the Facilities, and all rights, privileges, easements, licenses and other appurtenances relating thereto (the “Owned Real Property”) and (ii) all right, title and leasehold interest of Sellers in the real property set forth on Schedule 2.1(a)-2, together with all buildings, structures, fixtures, and improvements erected thereon, including the Facilities, and all rights, privileges, easements, licenses and other appurtenances relating thereto (the “Leased Real Property”);
• All Avoidance Actions;
• All (i) Sellers’ owned equipment (including cars, trucks, fork lifts, tanks and other industrial vehicles), machinery, furniture, spare parts, fixtures and improvements and tooling used or held for use in the Business (the “Owned Machinery and Equipment”), (ii) rights of Sellers to the equipment (including cars, trucks, fork lifts and other industrial vehicles), machinery, furniture, spare parts, fixtures and improvements and tooling which are leased pursuant to an Assumed Contract (the “Leased Machinery and Equipment” and collectively with the Owned Machinery and Equipment, the “Machinery and Equipment”), and (iii) rights of Sellers to the warranties, express or implied, and licenses received from manufacturers and sellers of the Machinery and Equipment;
• Those leases (including leases and subleases of Acquired Real Property and of Machinery and Equipment) and other Contracts (together with all of Seller’s deposits thereunder) entered into by any Seller and used or held for use in or relating to the Business, in each case listed on Schedule 2.1(d) (collectively, the “Assumed Contracts”);
• All Permits relating to the ownership or operation of the Facilities, the Business or the Vessels (excluding those Permits held by Acquired Companies), including, those Permits listed on Schedule 2.1(e), but only if and to the extent that such Permits are transferable by Sellers to Buyer by assignment or otherwise (including upon request or application to a Governmental Entity, or which will pass to Buyer as successor in title to the Acquired Assets by operation of Law) (the “Transferable Permits”);
• All inventory (including in transit), finished goods, raw materials, work in progress, packaging, supplies, parts, components and other inventories used or intended to be used in connection with the Business (including the manufacture, sale or distribution of products) (collectively, “Inventory”);
• All accounts receivable relating to the Business;
• Except as set forth in Sections 2.2(c) and (g), and subject to the right of Sellers to retain copies (at their expense) for their use, all books, accounting records, operating records, engineering designs, blueprints, as-built plans, specifications, procedures, studies, reports and equipment repair, safety, maintenance or service records of any Seller used or held for use in or relating to the operation of the Facilities and/or the Business (“Records”) and all files relating to compliance with Environmental Laws, Permits issued pursuant to Environmental Laws, and files related to the environmental condition of, or release of Hazardous Materials from, the Facilities, the Business or the Vessels, in each case in the possession of any Seller and whether in hard or electronic format;
• All right, title or interest in and to (i) all Intellectual Property used or held for use in or relating to the Business and (ii) the IT Assets used or held for use in or relating to the Business; 
• All goodwill associated with the Business, the Acquired Assets and the Assumed Liabilities;
• All deposits and prepaid expenses of Sellers, including (i) security deposits with third party suppliers, vendors, service providers or landlord and lease and rental payments, (ii) tenant reimbursements, (iii) prepaid Property Taxes, and (iv) pre-payments;
• All cash and cash equivalents, securities, security entitlements, instruments and other investments of Sellers and all bank accounts and securities accounts, including any cash collateral that is collateralizing any letters of credit, or any obligation with respect thereto;
• (i) All assets and rights of every nature (A) under or relating to the Joined Collective Bargaining Agreements in respect of Transferred Employees with respect to the period from and after the Closing and (B) in respect of the Assumed Benefit Plans and the Assumed Collective Bargaining Agreements, in each case including all associated funding media, assets, reserves, credits and service agreements and all documents created, filed or maintained in connection therewith, together with any applicable insurance policies related thereto, (ii) those portions of employment, personnel and compensation records relating to the Transferred Employees that can be transferred to Buyer or one of its Affiliates under applicable Law, and (iii) all assets and rights of every nature related to or in respect of the Legal Employee Liabilities;
• All rights, Claims, credits, or rights of set off and/or recoupment, equity rights or defenses that Sellers may have (i) against third parties, including rights under vendors’ and manufacturers’ warranties, indemnities and guaranties, other than any Claims (A) contemplated by Section 2.2(l) or (B) against professionals and other service providers, and (ii) with respect to any Assumed Liabilities;
• All insurance policies and binders and all Claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders, in each case to the extent related to an Acquired Asset;
• All shares of capital stock or other equity interests of the Persons set forth on Schedule 2.1(p) (the “Acquired Companies”) or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Acquired Company;
• All of the Acquired Companies’ certificate of incorporation and other organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates and other documents relating to the organization, maintenance and existence of any Acquired Company as a corporation, limited liability company or other entity;
• All rights to refunds of Taxes paid by any Seller; and
• All Purchased Claims of Sellers.