Food Processing Company in New Jersey

Sale of substantially all of assets of the Amboy Group, LLC, including, without limitation, the following (the "Acquired Assets"):

• All of the seller's deposits, security deposits, prepayments, and prepaid expenses as of the Closing Date that relate to any Assigned Contract or any other Acquired Asset;
• The Acquired Receivables;
• All customer accounts;
• Assigned Contracts set forth on Schedule 2.1(d) of the Disclosure Schedules, excluding cure amounts related to the Assigned Contracts, which shall be satisfied by the Debtor's estate from the proceeds of the Purchase Price;
• All equipment, computers (including all copies of software installed on any such computers, servers, or other electronic equipment, and any documentation and media constituting, describing, or relating to such copies, including manuals, technical specifications and the like), furniture, supplies, fixtures, and other tangible personal property of the seller;
• All Inventory;
• All investment property, instruments, chattel paper, and real estate;
• All Intellectual Property Rights together with all income, royalties, damages, and payments due or payable to the seller at the Closing or thereafter relating to the Intellectual Property Rights, the right to register, prosecute, maintain, and defend the rights of the seller in the Intellectual Property Rights, the right to sue and recover damages for past or future infringements or misappropriations thereof, and the right to fully and entirely stand in the place of the Debtor in all matters related thereto;
• All Permits, to the extent transferable, necessary for Purchaser to perform its obligations under the Assigned Contracts after the Closing;
• All Books and Records;
• The seller's email addresses, website (including the URL, electronic images, text, and source codes therein), facsimile numbers, telephone numbers, and cellphones;
• All rights and claims with respect to the Acquired Assets, Assigned Contracts and Assumed Liabilities, including all enforcement rights, Acquired Avoidance Actions, and refunds including with respect to taxes for all periods ended after the Closing Date;
• All promotional materials, catalogues, research materials, mailing lists and customer lists, all names and addresses of customers, and sales reports by title and by customer to the extent available relating to the Business;
• The amount of, and all rights to any, insurance proceeds received by the seller after the date of this Agreement in respect of the loss, destruction, or condemnation of any Acquired Assets occurring prior to, on, or after the Closing or any Assumed Liabilities;
• All outstanding orders for the seller's products as of the Closing, which shall be transferred to Purchaser at Closing for processing and fulfillment; and
• All goodwill relating to the items set forth in this Section 2.1 and the definition of Acquired Assets.