Assets of Florida Duty Free Store

Sale of all assets of Fairn & Swanson, Inc. which includes:

1. all tangible property, machinery, office furniture, fixtures (located at premises subject to the Designated Leases) and equipment (including computer equipment, hardware, security systems, warehouse equipment, and forklifts) owned by the Seller;
2. all vehicles owned by the Seller (including automobiles, vans, trucks, and trailers);
3. all inventory of the Seller ("Inventory"), subject to Section 9.4.2;
4. to the extent transferrable and assignable, all patents, copyrights, trademarks, trade secrets, software, computer programs, internet domain names and websites (including www.fairn.com and www.bajadutyfree.com) or other intellectual property, owned, licensed or held by the Seller to the extent used in connection with the Business (including "Seawolf Cigarettes");
5. to the extent transferrable and assignable, all intangible personal property owned, licensed to or held by the Seller and used in connection with the Business (including company names, product names, trade names, telephone and facsimile numbers (located at premises subject to the Designated Leases) and goodwill);
6. to the extent transferrable and assignable, all prepaid expenses (other than prepaid insurance) and deposits of the Seller (to the extent such prepaid expenses and/or deposits are related to a Sale Asset, including, for the avoidance of doubt and subject to the increase to the Purchase Price set forth in Section 2.1, any security deposit held by the landlord of each Assumed Lease);
7. to the extent transferrable and assignable and subject to the provisions of Section 9.1.2, all rights of the Seller under any unexpired real property lease for stores and warehouses set forth on Schedule 4.1.7 (collectively, the "Designated Leases");
8. to the extent transferable and assignable, all rights of the Seller under all agreements with any cruise line with respect to the production or sale of alcohol under a private label name, and any other unexpired leases of equipment, personal property or intangible property (excluding equipment leased or financed by HYG Financial Services, Inc.), government contracts, rental agreements, licenses, contracts, orders, purchase orders (including, but not limited to all rights under purchase orders for wine or liquor in any industry which were not performed by the ordering party), agreements, similar arrangements or other executory contracts not previously rejected pursuant to Section 365 of the Bankruptcy Code and set forth on Schedule 4.1.8 (the "Designated Contracts" and collectively with the Designated Leases, the "Assigned Contracts"); provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract that, after giving effect to the provisions of Section 365 of the Bankruptcy Code, is not assignable or transferable without the consent of any person, other than Seller and Purchaser;
9. all books and records relating to the Business or the Sale Assets (including lists of suppliers, vendors, distributors, and customers), provided that Seller and Wells Fargo may retain copies of such books and records relating to the Business or the Sale Assets notwithstanding the consummation of this Agreement;
10. to the extent transferrable under applicable law, all licenses and permits of the Seller relating to the operation of the Business;
11. any rights, claims, or causes or action under warranties, indemnities, or similar rights of the Seller against third parties relating to the Sale Assets; and
12. proceeds of any of the foregoing Sale Assets.