Assets of Retail Supermarkets Business

Sale of substantially all the assets of American Consumers, Inc., include all right, title and interest of Seller in and to any and all assets and properties of Seller used in connection with the Business, including, without limitation, described as below:

• All accounts receivable and notes receivable of Seller; provided, however that amounts paid for Inventory sold in the Ordinary Course of Business prior to Closing which do not post as validly paid until after Closing ("Pre-Closing Inventory Payments") shall not constitute accounts receivable and shall belong to Seller;
• All of Seller's Intellectual Property relating to or used in connection with the Purchased Assets or the Business;
• All of the Seller's personal properly, Inventory, equipment, fixtures, and other assets customarily considered 'PP&E';
• All deposits and prepaid or deferred charges and expenses of Seller;
• Each Lease that is designated as an Assigned Contract;
• All of the documents that are used or useful in, held for use in or intended to be used in, or that arise primarily out of, the Business, including any customer lists, vendor lists or supplier lists and financial and/or accounting books and records;
• Subject to Section 1.5 below, all Contracts set forth on Schedule 1.5(a1 hereto, as amended (the "Assigned Contracts");
• All insurance proceeds, including any insurance proceeds from or with respect to any third party property or casualty insurance, to the extent received or receivable by the Seller in respect of the Business, the Purchased Assets or the Assumed Liabilities;
• All general intangibles of Seller;
• All goodwill associated with the Business or the Purchased Assets;
• All claims, causes of action, and rights of recovery related to the Business, the Purchased Assets or the Assumed Liabilities, including against counterparties to the Assigned Contracts, and for Taxes relating to the Purchased Assets or the Business;
• Any Permits, licenses, certificates or similar documents from any Governmental Authority, in each case, to the extent transferrable;
• All non-competition, confidentiality and non-disclosure agreements and similar proprietary rights agreements in favor of Seller to the extent related to the Business or the Purchased Assets;
• Any credit, refund, rebate, abatement, or other recovery relating to the Business, the Purchased Assets or the Assumed Liabilities, for Taxes or otherwise, including those arising under the Assigned Contracts.