Assets of Amusement Parks, Resorts, and Family Entertainment Centers...

Sale of substantially all of assets of the TZEW Holdco LLC, et al. ("Sellers"). The sellers are a privately held owner-operator of amusement parks, resorts, and family entertainment centers across the country. Founded in 2014, the sellers' business strategy focuses on the acquisition, operation, growth, and development of various properties into economical, family-friendly entertainment and amusement venues. The sellers' locations include year-round family entertainment centers and water parks in states across the country, including California, New Jersey, and Florida. The sale assets more described as below:

• All Accounts Receivable;
• All Documents used in or relating to the Business or in respect of the Purchased Assets or the Assumed Liabilities (including customer data and including emails); provided, however, that subject to the limitations contained in Section 8.6, the Sellers shall have continued access to such Documents as are necessary to administej• the Chapter 11 Cases;. and, provided further, the Purchased Assets shall not include any Documents to the extent they (i) relate to communications between any feller and its attot-ney regarding the transactions contemplated herein and/or the preparation for or in an anticipation of the commencement of the Chapter 1 ] Cases or any work product of such attotney(s) relating to such matters, or (ii) contain information about employees, the disclosure of which would violate applicable law notwithstanding entry of the Sale Order (the materials descriibed in clauses (i) and (ii), collectively, "Retained Documents");
• To the extent transferable or assignable (and such non-transferability is not overridden or cancelled by the Sale Order or other order of the Bankruptcy Court), (i) all Contracts of such Seller to which such Seller is a party or is otherwise bound or to which it is a benefciary, and all rights pursuant thereto, as set forth on Schedule 1.1(c) and (ii) any other Contract of such Seller added as a Purchased Asset in accordance with Section 1.5 (including any Contract added as a Purchased Asset following the Closing Date in accordance with Section 1. 5) (the Contracts referred to ii1 this ~ec~ion 1.1(c), together with the Assumed Real Properrty Leases, collectively, the "Assigned Contracts"), subject to the right of the Purchaser to cause any Assigned Contract to be allon-Assigned Contract in accordance with Section 1.5;
• All deposits and all prepaid charges and expenses of such Seller, including (i) security deposits with third party suppliers, vendors, service provides or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, (iv) prepaid Taxes (including ad valorem Taxes, personal property Taxes and real estate Taxes), and (v) pre payments, except to the extent that any of the foregoing relate solely to any Excluded Asset (including a Non- Assigned Contract) or excluded Liability;
• All Furniture and Equipment;
• The name "Apex Parlcs", the names of the Sellers, all other trade names owned by any Seller that are listed on Schedule 1.1 (f) used in connection with the Business and, in all cases, any derivations thereof (collectively, the "Purchased Names");
• (g) (i) all leases and subleases for the Leased Real Property to which such Seller is a party or is otherwise bound or to which it is a beneficiary, and all rights pursuant thereto, set forth on Schedule 1.1 (g) and (ii) any otherlease or sublease for Leased Real Property added as a Purchased Asset in accordance with Section 1.5 (including any lease or sublease added as a Purchased Asset following the Closing Date in accordance with Section 1.5) (such leases and subleases referred to in this Section 1.1(x), collectively, the "Assumed Real Property Leases" and the underlyi»g Leased Real Property, the "Assumed Leased Real Property"), subject to the right of the Purchaser to cause any Assumed Real Property Lease to be allon-Assigned Contract in accordance with Section 1.5;
• All Permits and all pending applications or filings therefor and renewals thereof and all rights and incidents of interest therein, in each case, including any of the foregoing held by or- in the name of Apex Beverage, subject to the right of the Purchaser to cause any Permit or pending applications or filings therefor or renewals thereof to be an Excluded Asset in accordance with Section 1.5, in each case to the extent transferable and assignable (and such non-transferability is not overridden or cancelled by the Sale Order or other order of the Bankruptcy Court);
• All rights under non-disclosure or confidentiality, non-compete, or nonsolicitation agreements to which such Seller is a party with current or former directois, officers, employees or agents, or with third parties, or any such agreement of which such Seller is a beneficiary;
• (i) all rights, claims, credits, settlement proceeds, causes of action or fights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise t-elating to, the Assigned Contracts) or the Assumed Liabilities, including al] rights under vendors', manufacturers' and contractors' warranties, indemnities and guarantees, and (ii) all Avoidance Actions; (lc) any claims, counterclaims, setoffs, rights of recoupinent, equity rights or defenses that such Seller may have with respect to any Assumed Liabilities.

Assets for sale is more described from Page No. 115-118 on the attached PDF.