Assets of Shelf-Stable Seafood Company

Sale of substantially all of assets of the Bumble Bee Parent, Inc., et al., (the “U.S. Assets”) along with substantially all of the assets of the seller's Canadian affiliates (such assets, the “Canadian Assets”), as well as equity interests in certain non-Debtor affiliates whose operations support the seller's U.S. business (the “Foreign Entity Equity” and collectively with the U.S. Assets and the Canadian Assets, the “Company Assets”). The sale assets shall include each of the following of each of the U.S. Sellers and the
Canadian Sellers:

• All deposits, credits, and prepaid charges and expenses from whatever source paid other than any deposits or prepaid charges and expenses paid in connection with or relating to any Excluded Assets or Excluded Liabilities;
• All Accounts Receivable (including, for the avoidance of doubt, all amounts owed by a Transferred Subsidiary to any U.S. Seller or Canadian Seller) other than those Excluded Assets described under Section 2.2(c);
• Unless otherwise set forth in the Sale Order, all Claims (including any Avoidance Actions, as applicable) and any other causes of action available to Sellers or their estates as of the time of Closing against any (i) Sellers, (ii) Buyers or any of their Affiliates (other than Claims pursuant to this Agreement or arising out of the Transactions), (iii) any Person who may at any time from the Agreement Date until the Closing serve as a director, officer, manager, employee or advisor of any Seller or Transferred Subsidiary, (iv) any customer, supplier, manufacturer, distributor, broker or vendor of any Seller or any other Person with whom any Seller has an ordinary course commercial relationship (all such Claims under clause (iv), other than Avoidance Actions, being referred to herein as the “Trade Non-Avoidance Actions”), (v) the Secured Lenders, (vi) the lenders under the DIP ABL Documents, and (vii) the lenders under the DIP Term Documents (collectively, items (i) through (vii), the “Acquired Actions”); provided, that the Acquired Actions other than the Trade Non-Avoidance Actions shall be waived and released effective as of the Closing Date by execution of the Waiver;
• The wells, reservoir, any and all groundwater, prescriptive and any other water rights, water supply distribution system, water treatment facilities, water mains and any other water works and water pipeline infrastructure, including all real and personal property used in connection with any of the foregoing and registered real property easements, commonly known as the Connors Bros. System located in Blacks Harbour, New Brunswick;
• All royalties, advances, prepaid assets, and other current assets;
• Any and all raw materials, loins, cans and lids, packaging or other materials, work-in-process, finished goods, canned and frozen packaged tuna or other seafood, supplies, labels, goods in transit, and other inventories, wherever located, including any such raw materials, loins, cans and lids, work-in-process, finished goods, canned and frozen packaged tuna or other seafood, supplies, labels and other inventories being held by (i) customers of the Business pursuant to consignment arrangements or (ii) suppliers of the Business under tolling arrangements (collectively, the “Inventory”);
• All machinery, furniture, fixtures, furnishings, equipment, tooling, tools, dies, molds, and other tangible personal property owned or used or held for use by such Seller in the conduct of the Business, including all tangible embodiments of logos (including tangible embodiments of Horatio, the Bumble Bee), artwork, desks, chairs, tables, hardware, copiers, telephone lines and numbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies;
• UPC Codes, in each case, as set forth in Schedule 2.1(h);
• All rights of such Seller under or pursuant to all warranties, representations and guarantees, including those made by suppliers, manufacturers and contractors or any other third party to and for the benefit of such Seller, other than any warranties, representations and guarantees exclusively related to any Excluded Assets or Excluded Liabilities;
• All leasehold improvements (to the extent of such Seller’s rights thereto under the Assumed Leases);
• All trucks, other vehicles and vessels owned or used by such Seller in the conduct of the Business;
• All current and prior insurance policies, to the extent transferable, and any proceeds therefrom, other than (i) with respect to pending claims under any such insurance policies relating to any Excluded Assets and (ii) any directors and officers insurance policies;
• All Permits, including all Environmental Permits, other than those not transferable or assignable under Law (as listed on Schedule 2.1(m)), including under Environmental Law;
• All Assumed Contracts, including all Assumed Leases, all Collective Bargaining Agreements and all Executive Employment Agreements;
• The DOJ Agreement;
• Copies or originals of all books, records, files or papers, whether in hard copy or electronic format, relating to the Purchased Assets or to the Business, including emails, advertising and marketing materials, sales and promotional literature, manuals and data, correspondence (including sales and purchase correspondence), customer lists, vendor lists, mailing lists, other distribution lists, catalogues, research material, know-how, specifications, designs, drawings, processes and quality control data, if any, or any other intangible property and applications for the same, engineering information, test results, plans, personnel and employment records (other than records with respect to former employees or employees who do not become employees of any Buyer as of or after the Closing Date or which such Seller is prohibited by Law to transfer), technical information, diagrams, maintenance schedules, operating and production records, safety and environmental reports, data, studies and documents, fixed asset ledgers, accounting information, copies of Tax Returns, including any exemption or abatement agreements or certifications and supporting documentation for such Tax Returns;
• All Owned Intellectual Property and all rights under Contracts pursuant to which such Seller is granted rights in any Licensed Intellectual Property;
• All Owned Real Property;
• All rights under non-disclosure or confidentiality, non-compete or nonsolicitation agreements with employees and agents of such Seller or with third parties (including any non-disclosure or confidentiality, non-compete, or non-solicitation agreement entered into in connection with the Auction);
• Any interest in any internet websites, URLs or internet domain names, and any applications and registrations pertaining thereto;
• Any loans owed to such Seller by any employee, officer or director of such Seller and any intercompany loans and receivables other than the Excluded Assets described under Section 2.2(c);
• The RiceWrap Minority Interest;
• All express consents obtained by any Canadian Seller under applicable privacy and anti-spam Laws from any person to (i) send or cause to be sent an electronic message to such person or (ii) alter or cause to be altered the transmission data in an electronic message so that the message is delivered to a destination other than or in addition to that specified by such person;
• Assets in respect of the Canadian Benefit Plans;
• Any assets located at the Thailand representative office; and
• All goodwill related to the foregoing.