Assets of Pizza Restaurants Business

Sale of substantially all of the assets of Pizza Palz, Inc. Any and all tangible personal property located at the Stores, as defined in the APA, including but not limited to any and all promotional materials, marketing supplies, utensils, cookware, warming bags and equipment, described as below:

• Any right that the Seller has to continue to operate and occupy the premises of the Stores (the “Premises”), provided, however, that Buyer shall not be deemed to incur any liabilities of Seller related to any Lessor accruing prior to the Closing Date, as provided in the Sale Order;
• All tangible personal property of every kind and character used in the operation of the Stores, except as otherwise specifically indicated herein, including without limitation furniture, fixtures, equipment (as listed on Exhibit C), pre-paid advertising, supplies, and promotional inventory, and general inventory. Seller will furnish to Buyer and execute a Bill of Sale at closing which shall comprise Exhibit B and which is incorporated by reference. Seller will furnish to Buyer at closing a list of all inventories and cash tills which shall be paid for as more particularly set forth herein, and such inventory list shall comprise Exhibit F and which is incorporated by reference;
• To the extent in Seller’s possession, copies of all assets ledgers, inventory records, budgets, customer and supplier lists, technical data, sales literature, correspondence, computer printouts, books, notes, and files used by Seller in connection with the Stores and all accounting and operating records and other written or electronically stored, operating and financial information relating to the Stores and used by Seller (such assets being hereinafter referred to as the “Records”);
• As set forth in the Sale Order, all rights, but no liabilities, of Seller arising under any contracts which are currently in effect or which will be in effect on the Closing Date. The parties agree that the Buyer will assume, only existing at the Closing date as defined hereto, those contracts which are listed in Exhibit D which is attached hereto and incorporated by reference and agreed to in advance by Buyer. Buyer shall not be liable for any contracts which are not contained in Exhibit D; and
• All goodwill, common law property rights, and all other intangible personal property owned by Seller and used in connection with the operation of the Stores except that nothing herein shall include those items excluded by reference in this Agreement;
• Nothing contained herein shall constrain or limit the Buyer’s ability to renegotiate or enter into new lease agreements for the Stores and should Buyer elect such negotiation, Buyer shall be solely responsible for any lease negotiations and new lease terms negotiated for the Stores.

Assets are more particularly described on the attached PDF.