Assets of Texas Grocery Wholesaler

Sale of all assets of Navarro Pecan Company, Inc., includes:

1. All fixed assets, leasehold improvements, vehicles, and equipment set forth on Schedule 2.1(b) of the Asset Purchase Agreement;
2. All personal property including product catalogs, advertising materials, stationery, purchase order forms, sale order forms and invoices, backlog, claims and rights under contracts, distribution agreements, supplier agreements, purchase orders, work orders, leases of equipment, machinery, vehicles, production machinery, tooling and office furniture and equipment and other items of personal property set forth on Schedule 2.1(c) of the Asset Purchase Agreement;
3. All licenses, permits, franchises, certificates, approvals, and authorizations necessary to conduct the Business, including but not limited to the property set forth on Schedule 2.1(e) of the Asset Purchase Agreement;
4. All intangible assets and goodwill of Seller;
5. All Intellectual Property of any kind used in the Business, including, but not limited to, the property set forth on Schedule 2.1(h) of the Asset Purchase Agreement, the benefit of third-party representations, warranties and guarantees, supplier lists, customer lists, business plans and strategies, marketing materials and plans, trade secrets, know-how, computer software and programs, telephone numbers and domain names, the trademarks and trade names “Navarro Pecan Company, Inc.,” and “Navarro,” and any derivative or combination of those marks and names and all other taglines or slogans used by Seller in connection with the Business or its products, including all goodwill associated therewith;
6. All Accounts Receivable of Seller generated from the Inventory;
7. The amount of any and all rights to any insurance proceeds received or entitled to be received by Seller related to any of the Subject Assets, including any real property, regardless if a claim on the applicable insurance policy was made prior to Closing or after Closing;
8. All prepaid expenses, prepaid rents, prepaid insurance, prepaid insurance policies, utility deposits and deposits on contractual obligations related to Subject Assets set forth on Schedule 2.1(l) and 2.1(m) of the Asset Purchase Agreement;
9. All computer records, files, and books and records of Seller relating to the Business (but excluding Seller’s Retained Records), all as the same exist on the Closing Date including but not limited to, accounting information, marketing reports, statements, and customer lists and accounts; and
10. The Real Property which will be assigned and transferred pursuant to the General Warranty Deed.