Assets of Restaurant Business

Sale of assets of Garden Fresh Restaurant Intermediate Holding, LLC which includes:

1. all Accounts Receivable;
2. 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, the Sellers shall have continued access to such Documents as are necessary to administer the Chapter 11 Cases;
3. (i) all Contracts of such Seller to which such Seller is a party, and all rights pursuant thereto and (ii) any other Contract of such Seller added as a Purchased Asset, together with the Assumed Real Property Leases, collectively, the “Assigned Contracts”);
4. all deposits and all prepaid charges and expenses of such Seller, including without limitation, (i) security deposits with third party suppliers, vendors, service providers or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, and (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;
5. all Furniture and Equipment;
6. the names “Garden Fresh”, “Sweet Tomatoes”, Souplantation”, “Field Kitchen”, the names of the Sellers, all other trade names used in connection with the Business and, in all cases, any derivations thereof (collectively, the “Purchased Names”);
7. (i) all leases and subleases for the Leased Real Property to which such Seller is a party, and all rights pursuant thereto, and (ii) any other lease or sublease for Leased Real Property added as a Purchased Asset (the “Assumed Real Property Leases” and the underlying Leased Real Property, the “Assumed Leased Real Property”);
8. all transferable Permits and all pending applications or filings therefor and renewals thereof and all rights and incidents of interest therein;
9. to the extent assignable or transferable, all rights under nondisclosure or confidentiality, non-compete, or nonsolicitation agreements to which such Seller is a party with current or former directors, officers, employees or agents, orwith third parties;
10. all rights, claims, credits, settlement proceeds, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to, the Assigned Contracts) or the Assumed Liabilities, including, without limitation, all rights under vendors’, manufacturers’ and contractors’ warranties, indemnities and guarantees, including all avoidance claims and causes of action relating to the Purchased Assets under the Bankruptcy Code or applicable state Law, including, without limitation, all rights and avoidance claims of such Seller arising under Chapter 5 of the Bankruptcy Code;
11. any claims, counterclaims, setoffs, rights of recoupment, equity rights or defenses that such Seller may have with respect to any Assumed Liabilities;
12. except as contemplated, to the extent assignable or transferable in accordance with the terms and conditions of the applicable insurance policies, applicable Law or the Sale Order, all of such Seller’s insurance policies and rights and benefits thereunder (including, without limitation, (i) all rights pursuant to and proceeds from such insurance policies, (ii) all claims, demands, proceedings and causes of action asserted by such Seller under such insurance policies relating directly to any Purchased Asset or Assumed Liability, (iii) [all proceeds payable to the Sellers in respect of life insurance policies that are owned by the Sellers or for which any of the Sellers is a beneficiary] and (iv) any letters of credit related thereto);
13. any claim, right or interests of such Seller in or to any refund, rebate, abatement or other recovery for Taxes with respect to the Business, the Purchased Assets or the Assumed Liabilities, in each case, together with any interest due thereon or penalty rebate arising therefrom;
14. all of the Seller Plans (collectively, the “Assumed Seller Plans”), and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with the Assumed Seller Plans (to the extent transferable in accordance with the existing terms and conditions of the applicable Assumed Seller Plan) andany applicable insurance policies;
15. all Seller Intellectual Property;
16. all Inventory;
17. except to the extent that any transfer or assignment is prohibited by applicable Law, all personnel files for Transferred Employees;
18. all goodwill and other intangible assets associated with, or relating to, the Business or the Purchased Assets;
19. all rights to the websites, domain names, telephone and facsimile numbers and e-mail addresses used by such Seller, as well as rights to receive mail and other communications addressed to such Seller (including mail and communications from customers, vendors, suppliers, distributors and agents);
20. all Cash and Cash Equivalents, whether on hand, in transit or in banks or other financial institutions, security entitlements, securities accounts, commodity contracts and commodity accounts and including any cash collateral that is collateralizing any letters of credit, or any obligations with respect thereto; and
21. all owned real property, including the building.