Logistics Warehousing and Distributions Services Business in Califor...

Auction Sale of substantially all of assets of the West Coast Distribution, Inc., the seller has been providing premier technology driven supply chain management, logistics warehousing, fulfillment and 3PL distributions services to clients in the apparel, retail, and lifestyle industries. The seller operates out of three leased warehouses located at (1) 2760 Fruitland Avenue, Vernon, California 90058 (120,000 sf); (2) 2602 E. 37th Street Vernon, CA 90059 (171,000 sf); and (3) 12828 Carmenita Road, Santa Fe Springs, CA 90670 (268,000 sf). The sale assets shall include, without limitation, the following:

• All of Seller’s supplies, computers, printers, equipment, furniture, fixtures and other similar assets or tangible personal property owned by Seller which are identified in the fixed asset schedule attached hereto as Schedule 1.1(a) (collectively, the “Fixed Assets”);
• All of Seller’s rights, title, interest and benefits under the agreements, contracts, licenses, instruments, commitments and understandings, written or oral that are listed (or, in the case of oral agreements or understandings, that are described) under the caption “Assigned Contracts” in Schedule 1.1(b) attached hereto;
• All advance payments, claims for refunds and deposits, and other prepaid items relating to the Purchased Assets or the Assumed Obligations, existing as of the Closing Date;
• All of Seller’s accounts or notes receivable related to the Business, all of which are identified on Schedule 1.1(d) attached hereto and all schedules, records and other documentation related to such accounts or notes receivable;
• All of Seller’s books and records directly related to, or used in connection with, the conduct of the Business or pertaining to the Purchased Assets, regardless of the medium on which such information is stored or maintained including, without limitation, all customer and employment records, vendor information and contracts, business plans and strategies, financial and operational data and reports, and marketing information and materials;
• To the extent transferable, all of Seller’s licenses, permits or other authorizations of governmental or regulatory entities that are required under any laws, rules and regulations applicable to or affecting the Business, which are set forth on Schedule 1.1(f);
• All of Seller’s leased real property, including any leasehold improvements thereon, all of which are identified in the real property schedule attached hereto as Schedule 1.1(g);
• ll of Seller’s inventory, a detailed list of which is set forth on Schedule 1.1(h);
• All of Seller’s Intellectual Property Rights and all goodwill associated with such Intellectual Property Rights, including, without limitation, (i) the right to use, copy, modify, exploit, license, assign, convey and pledge the Intellectual Property Rights, (ii) the right to xclude others from using the Intellectual Property Rights, (iii) the right to sue others and collect damages for past, present and future infringement of the Intellectual Property Rights, (iv) the right to create derivatives of the Intellectual Property and retain full ownership thereof, and (v) the right to file and prosecute applications for registration, now pending or hereinafter initiated, to protect any rights in the Intellectual Property Rights, a detailed list of which is set forth on Schedule 1.1(i);
• All insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Obligations (as defined herein) prior to the Closing Date;
• All of Seller’s claims against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;
• Customer lists and contact information, which customers are listed on Schedule 1.1(l);
• All goodwill associated with the Business and the Purchases Assets; and
• All of Seller’s cash and cash equivalents existing at the time of the Closing.