Hydraulic Drilling Equipment Manufacturing and Supplying Business in...

Sale of substantially all of assets of the HDR Holding, Inc., including the following:

• All Accounts Receivable of Seller as of the Closing;
• All customer lists, customer files, and customer accounts of the Business (the “Covered Accounts”);(c) all vehicles used in the Business;
• All Assumed Contracts that have been assumed by and assigned to Buyer pursuant to Section 2.6;
• All machinery, fixtures, furniture, equipment, leasehold improvements (to the extent of Seller’s rights to any leasehold improvements under Leases that are Assumed Contracts), materials, parts, supplies, tools, and other tangible property owned by Seller and all other Furnishings and Equipment as of the Closing;
• To the extent assignable, all of Seller’s rights under all third-party manufacturing warranties relating to the Acquired Assets;
• Seller’s Records;
• All goodwill associated with the Business or the Acquired Assets, including all goodwill associated with the Intellectual Property owned by Seller and all rights under any confidentiality agreements executed by any third party for the benefit of Seller to the extent relating to the Acquired Assets;
• All goodwill associated with the Business or the Acquired Assets, including all rights of Seller under non-disclosure or confidentiality, work-for-hire, intellectual property assignment, noncompete, or nonsolicitation agreements with current or former employees, directors, consultants, independent contractors, and agents of Seller or with third parties to the extent relating to the Acquired Assets (or any portion thereof);
• Subject to Section 2.6(h), all of the Assumed Permits, or, to the extent provided in Section 2.6(h) all of the rights and benefits accruing under any Permits relating to the Business;
• The amount of, and all rights to any, insurance proceeds received by Seller after the date hereof in respect of (i) the loss, destruction, or condemnation of any Acquired Assets, occurring prior to, on or after the Closing or (ii) any Assumed Liabilities;
• To the extent transferable, all Insurance Policies (except to the extent of any Insurance Policy or Policies relating to claims or causes of action against Seller’s current or former officers, directors, and management) that, on or prior to the Closing, Buyer designates in writing to Seller as Acquired Assets hereunder, and all rights and benefits of Seller of any nature (except for any rights to insurance recoveries thereunder required to be paid;
• All of the Intellectual Property owned by Seller; or used or held for use by Sellers in the conduct of the Business, including the Intellectual Property set forth on Section 3.12 of the Disclosure Schedule, together with all claims, demands, income, damages, royalties, payments, accounts, and accounts receivable now or hereafter due and payable, and rights to causes of action and remedies, related to any of the foregoing, including without limitation, all proceeds to infringement suits, the right to sue and prosecute for past, present, and future infringement, misappropriation, or other violation of rights related to any of the foregoing (collectively, the “Intellectual Property Assets”);
• All Inventory, supplies, materials, and spare parts of the Seller as of the Closing (including all rights of the Seller to receive such Inventory, supplies, materials, and spare parts that are on order) and all open purchase orders with suppliers;
• The Schramm Australia Equity Interests;
• All Cash of Seller as of the Closing; and
• All other assets that are related to or used in connection with the Business and that are owned or leased by the Seller as of the Closing.