Assets of Precious Metals Refining Services Business

Sale of substantially all of assets of the Republic Metals Refining Corporation, et al., including all right, title, and interest of Sellers in, to, or under all properties (other than the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, leased or licensed, used or held for use in or relating to the Business including, but not limited to, the following:

• The Real Property and Structures thereon more specifically identified in Exhibit A on the attached PDF (the “Assigned Real Property”);
• The leases for the Leased Real Property and Structures thereon described in Exhibit B on the attached PDF (collectively, the “Assigned Leases”);
• All equipment, machinery, furniture, fixtures, Computers and automation equipment, apparatus, appliances, signage, supplies, trucks, trailers, vehicles and other rolling stock not described below in Section 2.2, and other tangible personal property and Structures located on the Assigned Real Property, or used or held for use or obtained in connection with the ownership, operation, use, maintenance or repair of the Business or the Assets, including, without limitation, tanks, plants, buildings, field offices and other structures, fixtures, and other refining facilities (whether installed or not), or processing systems or facilities, meters, machinery, power and other utility lines, telecommunications equipment, central processing equipment, tools, spare parts, warehouse stock, and other appurtenances (collectively, the “Equipment”);
• To the extent transferable pursuant to applicable Law, all Permits required for Sellers to conduct the Business as currently conducted or for the ownership, operation, use, maintenance or repair of the Assets;
• Those certain Contracts described in Exhibit C on the attached PDF, insofar as they relate to any other Asset, except for any Contracts Buyer, in its sole discretion, instructs Sellers to remove from Exhibit C prior to any hearing before the Bankruptcy Court to approve the Sale Order (collectively, the “Assigned Contracts”). If prior to or following Closing, it is discovered that a Contract should have been listed on Exhibit C but was not listed on Exhibit C (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof notify Buyer in writing of such Previously Omitted Contract;
• All Intellectual Property Assets (including goodwill associated therewith);
• All books, records, files, invoices, inventory records, product specifications, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, customer literature, quality control records and manuals, research and development files, records and laboratory books and credit records of customers (including all data and other information stored on discs, tapes or other media) to the extent used in or to the extent relating to the Assets (including Intellectual Property Assets), Business or operations of the Business of Sellers (collectively, the “Records”);
• All rights of Sellers under or pursuant to all warranties, representations, indemnities, and guarantees made by suppliers, manufacturers, and contractors to the extent relating to property or property sold, or services provided, to Sellers affecting the Assigned Real Property, Assigned Leases, Assigned Contracts, Equipment or Intellectual Property Assets, excluding only any warranties, representations, indemnities, and guarantees relating to any Excluded Assets;
• All rights of Sellers to rebates and discounts payable by manufacturers, vendors, suppliers, or others in connection with the Assets, except for currently due and payable amounts excluded by Section 2.2;
• All other goodwill and other intangible assets associated with the Assets or the Business of Sellers;
• The Inventory specifically identified in Exhibit D on the attached PDF; and 
• All confidentiality, non-compete, non-disclosure, invention assignment, nondisparagement and similar agreements in favor of any of the Sellers with current or former employees or agents of any such Seller or with third parties; provided, however, that Buyer shall not be deemed to assume any such agreements except to the extent they explicitly become Assigned Contracts under the terms of this Agreement.