Assets of Retail Drug Store and Pharmacy Business

Sale of substantially all of assets of the BillNat Corporation., include all of Seller’s right, title and interest in and to the following assets and properties relating to the Business, described as below:

• All tangible personal property (other than the Inventory), leasehold improvements, installations, fixtures, trade fixtures, equipment, fittings, furniture, and office equipment (collectively, “Tangible Property”) located at each Store Buy Location, excluding tangible personal property included in the Excluded Assets (defined below);
• At each of the Stores: (i) all pharmaceutical inventory, including, without limitation, insulin, syringes, and Schedule II through V items that will not be outdated within ninety (90) days of the Effective Time (collectively, the “Pharmacy Inventory”), but excluding the Excluded Pharmacy Inventory; and (ii) the front store inventory items (including, without limitation, all beer, wine, and spirits at the Store Buy Locations and all beer and wine at the File Buy Locations, as may be applicable, subject to the approval, as may be required, under all applicable Laws and further, subject to the approval of the applicable Governmental Authority (the “Alcohol Inventory”)) (collectively, the “Front Store Inventory”, and together with the Pharmacy Inventory, the “Inventory”) that will not be expired within ninety (90) days of the Effective Time but excluding the Excluded Front Store Inventory. Buyer and Seller shall use their Best Efforts to cooperate with each other to expeditiously obtain permission from the applicable Governmental Authority for Buyer to purchase the Alcohol Inventory at each and all of the File Buy Locations;
• All available prescription files, records and data utilized and/or generated by Seller in the course of operating its licensed pharmacies in the Stores (collectively, “Prescription Files”) and all customer data and information derived from customer loyalty, credit and similar programs, from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (the “Required Time Period”) (i) the period of time required by federal and state Law and (ii) two (2) years. Subject to applicable law, Prescription Files shall include the prescription files, records and data, including all hard copy prescriptions, signature logs, customer lists, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in a Store for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated in the Store;
• The Assigned Contracts (as hereinafter defined, which term includes the Assigned Leases, also hereinafter defined);
• To the extent assignable or transferable, all guarantees and warranties of third parties in favor of Seller to the extent relating to the Purchased Assets or ownership of such assets, and all non-compete agreements in favor of Seller; all such guarantees, warranties and non-compete agreements are listed on Schedule 3;
• Telephone and facsimile numbers associated with phone lines for the Stores at all Locations; all such telephone and facsimile numbers are listed on Schedule 4.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 32-34 on the attached PDF.