LICENSES"), (II) ALL COMPUTER
SOFTWARE AND SYSTEMS LOCATED AT AND USED IN CONNECTION WITH THE OPERATION OF THE
MILLS, INCLUDING THE SOFTWARE AND SYSTEMS LISTED ON THE ATTACHED SCHEDULE
1.1.6-2 (THE "COMPUTER SOFTWARE"), (III) ALL GOODWILL OF THE BUSINESS, PHONE
NUMBERS, AND OTHER INTANGIBLE PERSONAL PROPERTY OWNED OR HELD BY SELLER AND USED
SOLELY AND EXCLUSIVELY IN CONNECTION WITH THE OPERATION OF ANY OF THE MILLS, AND
(IV) THE BOOKS AND RECORDS (TOGETHER WITH THE PERMITS AND LICENSES AND THE
COMPUTER SOFTWARE, THE "INTANGIBLE PROPERTY");
1.1.7
RECEIVABLES. ALL RIGHT, TITLE, AND INTEREST OF SELLER IN AND TO ALL
ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS OUT OF THE
CONDUCT OF THE BUSINESS AND OUTSTANDING AS OF THE CLOSING TIME (EXCLUDING (I)
ACCOUNTS RECEIVABLE FROM OTHER DIVISIONS OF SELLER, (II) ACCOUNTS RECEIVABLE
MORE THAN 35 DAYS OVERDUE, (III) ACCOUNTS RECEIVABLE OWED BY ACCOUNT DEBTORS
WITH ACCOUNTS RECEIVABLE (OTHER THAN THE ACCOUNTS RECEIVABLE IDENTIFIED ON THE
ATTACHED SCHEDULE 1.1.7) MORE THAN 35 DAYS OVERDUE, AND (IV) THE ACCOUNTS
RECEIVABLE IDENTIFIED ON SCHEDULE 1.1.7) AND, SUBJECT TO THE PROVISIONS OF
SECTION 1.2, ALL CAUSES OF ACTION RELATING THERETO (THE "RECEIVABLES"); AND
1.1.8
MISCELLANEOUS RIGHTS, ETC. SUBJECT TO THE PROVISIONS OF SECTION
1.2, ALL RIGHT, TITLE, AND INTEREST OF SELLER IN AND TO (I) ALL OTHER PROPERTY
USED PRINCIPALLY IN RESPECT OF THE BUSINESS OR LOCATED AT ANY OF THE MILLS AS OF
THE CLOSING DATE OR USED PRINCIPALLY IN RESPECT OF THE PRINEVILLE PROPERTY AND
LOCATED THEREON AS OF THE CLOSING DATE, (II) TO THE EXTENT TRANSFERABLE, THE
FULL BENEFIT OF ALL REPRESENTATIONS, WARRANTIES, GUARANTEES, INDEMNITIES,
UNDERTAKINGS, CERTIFICATES, COVENANTS, AGREEMENTS, AND ALL SECURITY THEREFOR
RECEIVED BY SELLER ON THE PURCHASE OR OTHER ACQUISITION OF ANY PART OF THE
PURCHASED ASSETS, AND (III) ANY RIGHTS, DEMANDS, CLAIMS, CREDITS, ALLOWANCES,
REBATES, CAUSES OF ACTION, KNOWN OR UNKNOWN, OR RIGHTS OF SET-OFF (OTHER THAN
AGAINST SELLER OR ANY OF ITS AFFILIATES) ARISING OUT OF OR RELATING TO ANY OF
THE PURCHASED ASSETS.
2
1.2
EXCLUDED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE PURCHASED ASSETS SHALL NOT INCLUDE (COLLECTIVELY, THE "EXCLUDED
ASSETS") (I) ALL CASH AND CASH EQUIVALENTS, (II) THE TREE FARMS, (III) THE
ALLIANCE BUSINESS, (IV) ANY PERSONAL PROPERTY LEASE OR OTHER CONTRACT THAT IS
TERMINATED OR EXPIRES PRIOR TO THE CLOSING DATE IN ACCORDANCE WITH ITS TERMS OR
WITH THE PRIOR WRITTEN CONSENT OF BUYER, (V) EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, ANY AND ALL RIGHTS TO THE USE OF THE NAME "CROWN
PACIFIC", (VI) SELLER'S RIGHTS UNDER THIS AGREEMENT AND TO ALL CASH AND NON-CASH
CONSIDERATION PAYABLE OR DELIVERABLE HEREUNDER, (VII) ALL PREFERENCE OR
AVOIDANCE CLAIMS AND ACTIONS OF SELLER, INCLUDING ANY SUCH CLAIMS OR ACTIONS
ARISING UNDER SECTIONS 544, 547, 548, 549, AND 550 OF THE BANKRUPTCY CODE,
(VIII) INSURANCE PROCEEDS, CLAIMS, AND CAUSES OF ACTION WITH RESPECT TO, OR
ARISING IN CONNECTION WITH, ANY EXCLUDED ASSET, AND (IX) THOSE OTHER ITEMS
LISTED ON THE ATTACHED SCHEDULE 1.2.
1.3
EXCLUDED LIABILITIES.
NOTWITHSTANDING ANYTHING TO THE