Assets of Pigment Manufacturing Business

Sale of substantially all of assets of DCL Holdings (USA), Inc. (the “Seller”), which includes:

• All cash, cash equivalents, prepayments (including all prepayments made to third party vendors), deferred assets, refunds, credits or overpayments, except for the Excluded Cash;
• All Equity Securities in the Acquired Subsidiaries, including the Dutch Shares and the UK Shares;
• All Owned Real Property (other than the Designated Location, but only if it is designated as an Excluded Asset in accordance with Section 2.2);
• All Accounts Receivables;
• All Inventory;
• To the extent transferable, all insurance policies of Sellers and any claims thereunder to the extent such policies relate to the operation of the Business or to any Assumed Liabilities, except for coverage and proceeds for any claims relating to or arising prior to the Closing Date, excluding any directors and officers insurance policy;
• All Leased Real Estate (and Leases thereof) and all Purchased Contracts; provided, that Leased Real Estate shall not be subject to exclusion pursuant to Section 2.2 or Section 2.5;
• Any security deposits held by counterparties to the Purchased Contracts;
• All furniture, fixtures, equipment, marketing materials and other personal property used or usable in the operations of the Business, including, to the extent transferable, all rights to any software used in any computer equipment;
• All merchandise and other personal property used or usable in the Business;
• All amounts withheld by Sellers and their respective Subsidiaries prior to the Closing from the compensation payable to any Business Employee that is required by the terms of any Benefit Plan or applicable Law that has not, as of the Closing Date, been transferred as required by applicable Law or contributed to such Benefit Plan or the trust maintained in respect of such Benefit Plan;
• All assets of, or set aside in respect of, any Assumed Benefit Plans to the extent related to Liabilities assumed pursuant to Section 2.3(j);
• To the extent transferable pursuant to applicable law, all Licenses and Permits required for Sellers to conduct the Business as currently conducted or for the ownership, operation, use, maintenance, or repair of any of the Purchased Assets;
• All Books and Records (including Tax records and Tax Returns) provided that Sellers may retain copies of Books and Records);
• All (i) Intellectual Property owned by any Seller and used or held for use in connection with the Business; (ii) Intellectual Property Agreements; and (iii) Incidental Licenses;
• All General Intangibles associated with the Business;
• All guarantees, representations, warranties, and indemnities associated with the operation of the business, including in respect of any Assumed Liabilities;
• Subject to Section 7.6(d), all claims, causes of action, including Avoidance Actions and the proceeds thereof, choses in action, rights of recovery, rights of set off, and rights of recoupment including any such item relating to the payment of Taxes) other than counterclaims and defenses related to Excluded Assets;
• All prepayments, deposits, deferred assets, rights to refunds including pre- and post-bankruptcy rights to Tax refunds), credits, rights to recover overpayments or other receivables, other than those related to Excluded Assets; and
• All rights with respect to proofs of claim filed by or on behalf of
• Any Seller in any bankruptcy, insolvency or restructuring case or proceeding other than the Bankruptcy Cases.