Assets of Storage Tanks and Processing Equipment Manufacturer Busine...

Sale of substantially all of assets of Permian Holdco 1, Inc., et al., including all of Seller’s properties, rights, claims, and assets of every kind and description, wherever situated or located, real, personal, or mixed, tangible or intangible, whether identifiable or contingent, owned, leased, licensed, used, or held for use in or relating to the Business, whether or not reflected on the books and records of Seller, as the same shall exist on the Closing Date (the “Purchased Assets”), and more described as below:

• All inventory of any kind or nature, merchandise and goods, related to the Business or Purchased Assets and maintained, held or stored by or for Seller on the Closing Date, whether or not prepaid, and wherever located, held or owned, and any prepaid deposits for any of the same, including all disposables and consumables used, or held for use, in connection with the Business, including any goods in transit (“Inventory”);
• All Equipment;
• All Assumed Contracts;
• All Owned Real Property and Leased Real Property (and any agreement and rights related thereto or under the applicable Lease to the extent that such agreement or Lease is an Assumed Contract), in each case, together with all interests in and to all Improvements located thereon or attached thereto, and other appurtenances thereto, and rights in respect thereof;
• Any rights of Seller to the warranties and licenses received from manufacturers and Seller of the Equipment, Improvements or any component thereof;
• All Permits that relate to the Business or the Purchased Assets, to the extent assignable, including those designated as “Transferred Permits” on Schedule 2.01(f) (the “Transferred Permits”);
• All rights of Seller to use haul roads, utility easements, and other rights of way and easements used in the operation of the Business;
• All Intellectual Property excluding any Intellectual Property that Seller licenses pursuant to a contract that is not an Assumed Contract;
• All Accounts Receivable;
• All Pre-Paid Expenses;
• All goodwill, customer, and referral relationships, other intangible property and all privileges, set-offs, indemnification rights, causes of action, actions, Claims and demands, and rights of any kind as against others (whether by contract or otherwise) relating to, arising from, or associated with any of the Purchased Assets (including the Intellectual Property), the Assumed Liabilities, and the Business;
• To the extent permitted by Legal Requirements, all Documents and other books and records (including financial, accounting, and personnel files), correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, that are used or useful in, held for use in or intended to be used in, or that arise in any way out of or are related to, the Purchased Assets, the Assumed Liabilities or the Business;
• All claims, interests, rights, rebates, abatements, remedies, recoveries and benefits of Seller, and all claims and causes of action, arising under or relating to any of the Purchased Assets, the Assumed Liabilities, or the Business, including those arising out of Assumed Contracts, express or implied warranties, representations and guarantees from suppliers, manufacturers, contractors, or others to the extent relating to the operation of the Business or affecting the Equipment, Inventory, or other tangible Purchased Assets or ordered by Seller prior to the Closing Date (and in any case, any component thereof);
• All Avoidance Actions; provided, however, that such Avoidance Actions against current and former directors, officers, employees, Affiliates, and advisors of Debtors shall have been waived effective as of the Closing Date by execution of the Waiver;
• All cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit, bank accounts and other bank deposits, instruments and investments of Seller; provided, however, that prepaid deposits related to professional fee retainers and cash borrowed pursuant to the DIP Credit Agreement to fund the Wind Down Expenses shall not be included;
• All third party property and casualty insurance proceeds, to the extent receivable by Buyer or Seller in respect of the Business or the Purchased Assets after the ClosingaDate;
• All rights, but not obligations, under non-disclosure or confidentiality, non-compete, or non-solicitation agreements or key employee retention plans or similararrangements with (or for the benefit of) employees and agents of Seller or with third parties (including any non-disclosure or confidentiality, non-compete, or non-solicitation agreements or any key employee retention plans or similar arrangements entered into in connection with or in contemplation of the auction contemplated by the Bidding Procedures);
• All telephone and facsimile numbers, domain names and directory listings;
• All assets, if any, listed on Schedule 2.01(s) (regardless of whether such assets are covered by any of the foregoing); and
• All rights to refunds, credits, or other benefits with respect to Taxes paid by Seller, including those arising under the Assumed Contracts, which refunds are attributable to Pre-Closing Tax Periods, Claims related thereto.