Assets of Packaged Food Business

Sale of assets of NORPAC Foods, Inc. which includes:

1. the real property interests set forth on Schedule 2.01(a) (the “Real Property”);
2. all tangible personal property, including all furniture, fixtures, equipment, parts, machinery, tools, vehicles, inventory, materials, office equipment, supplies, computers, telephones owned by any Seller, including but not limited to, those assets set forth on Schedule 2.01(b) (the “Tangible Personal Property”);
3. all intangible property and assets, including those set forth on Schedule 2.01(c);
4. the Contracts set forth on Schedule 2.01(d) (the “Assigned Contracts”);
5. all Intellectual Property rights, including those set forth on Schedule 2.01(e) (the “Intellectual Property Assets”);
6. all Permits, including Environmental Permits, which are held by a Seller and required for ownership and use of the Purchased Assets, including, without limitation, those set forth on Schedule 2.01(f) (the “Assigned Permits”);
7. all accounts receivable owing to any Seller as of the Closing Date (the “Accounts Receivable”);
8. all inventory, including without limitation, all raw materials, work in process, bulk product, finished goods and packaging materials (the “Inventory”);
9. all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) related to the Purchased Assets;
10. all of Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
11. all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Business, the Purchased Assets or the Assumed Liabilities; and
12. copies of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating solely to the Purchased Assets (“Books and Records”); provided, however, that the Books and Records do not include any of the Attorney Records.