Assets of Casual Dining Restaurant Business

Sale of substantially all of assets of OTB Holding LLC, et al., (the “Sellers”), which includes:

• All Cash for all Continuing Restaurants other than Retained Cash, the Additional Cash Consideration, if any, and the Adequate Assurance Account (and all Cash therein);
• All Accounts Receivable of Sellers for all Continuing Restaurants as of the Closing;
• All Credit Card Receivables for all Continuing Restaurants;
• All Inventory of Sellers as of the Closing for all Continuing Restaurants, excluding: (i) alcoholic beverage Inventory in jurisdictions where the Law does not permit Buyer to take title to such Inventory through an asset purchase arrangement, (ii) alcoholic beverage Inventory in jurisdictions where the Law does not permit Buyer to take title to such Inventory until it obtains the requisite Liquor License Approvals from the pertinent Governmental Entity; and (iii) Inventory located at a restaurant that is covered by a Lease that does not constitute an Assigned Contract;
• (i) All deposits under the Leases at each Continuing Restaurant, (ii) all deposits under all Assigned Contracts that are not Leases, and (iii) other prepaid deposits, charges and expenses of Sellers with respect to each Continuing Restaurant;
• To the maximum extent permitted by the Bankruptcy Code, all Assigned Contracts, the rights and benefits accruing thereunder, and all documents related thereto;
• All Intellectual Property owned by Sellers;
• All of Sellers’ recipes, methods, procedures, cooking/preparation/mixing publications, guidelines, or standards, knowhow, ingredient lists, menus, price lists, nutritional, health, or dietary information, publications, or disclosures, and promotional or informational materials;
• All open purchase orders with suppliers related to the Continuing Restaurants;
• All tangible personal property;
• All rights under leases for all cars, trucks, or other motor vehicles;
• All Records;
• All goodwill associated with the Business and the Purchased Assets;
• All rights of Sellers under non-disclosure or confidentiality, noninterference, inventions assignment, non-compete, or non-solicitation agreements with current or former employees, directors, consultants, independent contractors and agents of Sellers;
• All of the Assumed Permits or all of the rights and benefits accruing under any Permits relating to the Continuing Restaurants and the New Jersey Restaurants, including all Liquor Licenses to the extent transferrable and held by Sellers;
• The amount of, and all rights to any, insurance proceeds received by any of Sellers after the Execution Date in respect of (i) the loss, destruction or condemnation of any Purchased Assets occurring prior to, on or after the Closing or (ii) any Assumed Liabilities, including the Condemnation Proceeds and the Casualty Proceeds;
• The Purchased Actions;
• All rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other Person;
• The right to receive and retain mail relating to Accounts Receivable payments and other communications of Sellers and the right to bill and receive payment for services performed but unbilled or unpaid as of the Closing;
• All telephone numbers, fax numbers, e-mail addresses, websites, URLs and internet domain names owned by Sellers or otherwise utilized by Sellers in conducting the Business;
• All rights, interests or claims with respect to or arising under any Customer Program;
• All rights or interests of Sellers in and to all domestic and international franchise arrangements; and
• All other assets that are related to or used in connection with the Business (but excluding all of the Excluded Assets).