Meat Processing Business in Minnesota

Sale of substantially all of assets of the Rancher's Legacy Meat Co., including all of seller's right, title, and interest, as of the Closing, in and to the following assets:

• The equipment, furniture, computers, personal property, property leases, rental agreements, and similar arrangements identified on Exhibit B-1 to this Agreement (collectively, the "Acquired Leases"), and (ii) the other contracts, orders, purchase orders, licenses, contracts, agreements and similar arrangements identified on Exhibit B-2 (collectively, the "Acquired Contracts"; and together with the Acquired Leases, the "Acquired Leases and Contracts"). Notwithstanding the foregoing, it is hereby agreed that (a) the assumption by Rancher’s and the assignment to the Buyer of any of the Acquired Leases and Contracts shall be subject to the provisions of Section 2.3.1, which provides, inter alia, for negotiation with the counterparties thereto of terms acceptable to the Buyer, as determined in the Buyer's sole discretion, (b) in no event shall Rancher’s be deemed to have assumed and assigned to the Buyer any of the Acquired Leases and Contracts until such assumption and assignment has been approved by an order of the Bankruptcy Court, (c) each of the Acquired Leases and Contracts that is not expressly assumed by Rancher’s and assigned to the Buyer pursuant to an order of the Bankruptcy Court shall not constitute a portion of the Acquired Assets for any purpose, and (d) Rancher’s shall retain all Liability, including, without limitation, damage claims associated with rejection, arising under any of the Acquired Leases and Contracts that are not expressly assumed by Rancher’s and assigned to the Buyer pursuant to an order of the Bankruptcy Court;
• All of the items of equipment and tangible personal property owned by Rancher’s, which includes, but is not limited to, all tools, parts, supplies, equipment, machinery, vehicles, furniture, and fixtures owned by Rancher’s, including, without limitation, those assets listed on Schedule 2.1.2, safety equipment, automobiles, trucks, forklifts, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, and other analog or digital devices owned by Rancher’s, including but not limited to the assets listed on Schedule 2.1.2 (collectively, the "Personal Property");
• All intangible personal property, together with all books, records and like items pertaining exclusively to the Acquired Assets (collectively, the "Intangible Property"), which shall include, but not be limited to, telephone, fax, and other communication numbers, including e-mail addresses, all patents, patent applications, trademarks, service marks, trade names, or any other mark or name used or registered for use by Rancher’s, all software owned by Rancher’s, and any domain name registered by Rancher’s or any agent or affiliate of Rancher’s. As used in this Agreement, Intangible Property shall, in all events, exclude (i) any materials containing privileged communications or information about employees, disclosure of that would violate an employee’s reasonable expectation of privacy and any other materials which are subject to attorney-client or any other privilege, and (ii) copies of Rancher’s corporate books and records relating to its organization and existence;
• All inventory, which shall include, but not be limited to, goods, materials, work in process, inventory, and stock in trade owned by Rancher’s exclusively for use or sale in the ordinary course of the Business (collectively, the "Inventory");
• All accounts and notes receivable (collectively, the "Receivables");
• To the extent transferable, all permits used by Rancher’s in connection with the Business (collectively, the "Permits"). As used herein, the term Permits shall mean all licenses, permits, franchises, consents, approvals, variances, exemptions, and other authorizations of or from governmental entities;
• All operating policy and procedure manuals and materials, customer and supplier lists, customer and supplier files, insurance and claims files, sales and promotional literature and copies of accounting records requested by the Buyer (including accounting policy and procedure manuals and materials) (collectively, the "Records");
• To the extent transferable, all telephone system software, accounting software, communications software, customer service software, personnel software, and all other computer software owned or licensed by Rancher’s, together with all computer data generated by Rancher’s with respect to the Acquired Assets, delivered in an accessible digital format, with all passwords, codes, and other security clearance information with respect thereto (the "Computer Software and Data");
• All security or earnest money or similar deposits held for the benefit of Rancher’s under any Acquired Leases and Contracts (collectively, the "Security Deposits");
• Insurance proceeds payable, and the benefit of any performance bonds guaranteeing completion of any jobs to be completed pursuant to contracts, with respect, to or arising in connection with, any of the Acquired Assets;
• All expressed or implied warranties, representations, covenants, claims causes of action, defenses and credits against third parties with respect to or arising in connection with any of the Acquired Assets (whether at law or in equity, known or unknown, suspected or unsuspected, accrued or unaccrued, alleged or unclaimed), including, without limitation, any claims or causes of action arising under Chapter 5 of the Bankruptcy Code (including, but not limited to, those against the Buyer and its affiliates), but expressly excluding any claims that arise (i) from and after the Closing, (ii) in connection with this Agreement and (iii) the two existing adversary proceedings, Adv. Pro. No. 19-3095, against James L. Ratcliff and Great Western Bank, and Adv. Pro. No. 19−03102, against Upper Lakes Food, Inc. (all aforesaid claims except those expressly excluded being herein collectively, the "Acquired Claims");
• All goodwill and other tangible or intangible property relating to the operation of the Business or the Acquired Assets, wherever located, other than the Excluded Assets (the "Other Assets"); and
• All intangibles, trademarks, trade names, logos and similar type of assets, including, but not limited to the assets listed on Schedule 2.1.13;The Seller’s interest in the Amended and Restated Lease with respect to the Leased Real Property including any security deposits or other deposits delivered in connection therewith which are not subject to any offsets or recoupment by any landlord.

Assets for sale is more described on the attached PDF.