Dry Cleaning Business in Massachusetts

Sale of substantially all of assets of the SORT LLC, including but not limited to equipment, records, fixtures, intellectual property, certain contracts and leases, but excluding all real property leases, and more described as below:

• All furniture, fixtures and other fixed assets that are owned by Seller and used or held for use in the operation of the Business (the “Fixed Assets”).
• All commercial, industrial and residential customer accounts and relationships, Contracts (to the extent they constitute Assumed Contracts), customer lists and history, franchises and operating rights of Seller together with all goodwill and other intangible assets that are used in, relating to, symbolized by, or associated with the Business.
• All Intellectual Property or rights thereto, which are owned by Seller or used or held for use in the operation of the Business along with all income, royalties, damages, and payments due or payable to Seller arising as of the Closing Date.
• All Books and Records of the Business except as set forth in Section 2.2, provided, that at any time after the Closing, Purchaser shall make all such Books and Records reasonably available to Seller and shall provide copies thereof (upon Seller's payment of any Third Party copying costs) to the extent Seller reasonably deems necessary for the preparation of Tax Returns or of operating reports or for the satisfaction of other requirements of the Bankruptcy Court or as is otherwise ordered by any Governmental Authority.
• All equipment, Inventory, machinery, containers, compactors, tools, parts, engineering and office equipment, communications equipment, spare and replacement parts, all computers, computer servers, computer equipment, electronic devices, computer software, hardware, firmware, source code, object code, development tools, workstations, routers, hubs, data communication lines and all other information technology equipment and all associated documentation and other tangible or personal property other than motor vehicles owned by Seller or used or held for use in the operation of the Business (“Equipment”). The Equipment shall expressly exclude any tangible property held or used by Seller pursuant to a lease, rental agreement, contract, license or similar arrangement unless Purchaser expressly assumes such underlying lease, rental agreement, contract, license or similar agreement relating to such tangible property at the Closing.
• The Contracts to which Seller is a party relating to the Business, that are set forth on the attached Schedule 2.1(f) (the “Assumed Contracts”).
• All permits, certifications, certificates, licenses and authorizations held by Seller or any of its Subsidiaries in the operation of the Business as set forth on the attached Schedule 2.1(g).
• All of the Business’s deposits (including security deposits), vendor rebates or advances, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any security or collateral therefor, including recoverable advances and deposits, but specifically excluding any bank accounts, and any deposits currently held the Debtor’s credit card processors, such as TSYS (collectively, the “Deposits”).
• All rights under or pursuant to all warranties, representations, indemnities and guarantees made by suppliers, insurers, manufacturers, and contractors in connection with the operation of the Business or affecting any of the Assumed Assets or Assumed Contracts.
• Except as set forth in Section 2.2, all Actions, rights, Claims, credits, causes of action, condemnation proceedings, rights of set-off or other rights against Third Parties arising out of the Business, including without limitation any rights concerning any litigation in which, in connection with or with respect to which Seller is a claimant, including without limitation, those identified on Schedule 2.1(j), but generally excluding Avoidance Actions, described in Section 2.2(e), other than those expressly referenced and incorporated on Schedule 2.1(j).
• The right to receive and retain mail and other communications relating to the Business.
• All websites, e-mail addresses, telephone and facsimile numbers and domain names owned by Seller or used or held for use by Seller in the operation of the Business.
• All right title and interest to the name “Zoots” or similar names and the right to use any or all of that name.(n) All rights of Seller in and to any security deposit monies (if any) held with respect to any Assumed Contracts or Purchased Assets.
• All motor vehicles owned by Seller and the Enterprise Leased Vehicles identified on Schedule 2.1(o), the leases for which shall be paid and terminated by the Seller upon the Closing, such that title to the Enterprise Leased Vehicles will be delivered free and clear of any liens or encumbrances to the Purchaser following the Closing.
• All other property not otherwise indicated in Section 2.1, whether real or personal of the Seller, which is not expressly an Excluded Asset.