Packaging Machinery Manufacturing Business in New Jersey

Sale of substantially all of assets of the Scandia Packaging Machinery Company, including, without limitation, the following Assets utilized in connection with Seller’s Business:

• All of Seller’s usable and saleable inventory of machinery and parts on hand (“Inventory”), including the finished goods, work in process, and raw materials listed on Schedule 1.a., which Schedule shall be updated by Seller and delivered to Purchaser at least two (2) days (but no more than five (5) days) prior to the Closing Date;
• All of Seller’s machinery, parts, and other equipment used in the fabrication of the Inventory (the “Equipment”), including the Equipment listed on Schedule 1.b.;
• All of Seller’s drawings, blueprints, technical manuals, or other design documents relating to the Inventory or Equipment (the “Designs”);
• All of Seller’s rights and interests in any patents relating to the Inventory, Equipment, or Designs (the (“Patents”);
• All of Seller’s rights, interests and benefits under only those contracts, agreements, commitments, understandings, purchase orders and all other rights of a contractual nature relating to the Business listed on Schedule 1.e. (“Assumed Contracts”);
• To the extent assignable, all guaranties, warranties and similar rights in favor of Seller with respect to any of the Assets; and
• To the extent assignable, those certain permits, licenses, approvals, registrations, consents and authorizations of governmental units issued to or held by Seller in connection with the Business.
• All customer and business records and lists associated with the Business (including, without limitation, digital and/or electronic records and files), personnel records, and all other operating records relating to the Business, including, without limitation, financial, accounting, billing, accounts receivable, credit records, correspondence, supplies, and office materials, including paper goods and other materials used or useful in the operation of the Business, wherever located;
• All of Seller’s right in and to the use of all of the name “Scandia Packaging Machinery Co.” and any derivatives thereof used in the Business, and the Business’ current telephone and fax numbers, domain names, web sites, internet addresses, software licenses, and all operations manuals and, to the extent assignable, all trademarks, service marks, trade names, assumed names, and all other intellectual property rights of Seller related to the Business, with Seller remaining responsible for payment of such services for the period prior to the Closing Date;
• All goodwill of the Business, and any other assets used in the operation of the Business, including, to the extent owned by Seller, any tangible personal property, furniture, computer equipment and software, or fixtures used in connection with the Business;
• All of Seller’s accounts receivable; and
• All vehicles with respect to which Seller holds title.

The Sale Assets are more described in Schedules “1.a”, “1.b”, and “1.e”on the attached PDF.