Fine Dining Restaurant Business in Ohio

Sale of substantially all of assets of the BJRP LLC, including all tangible personal property and inventory owned by company located at 3355 Richmond Road in Beachwood, Ohio 44122 (the “Real Property”) and used in the businesses operating under the names “Red, the Steakhouse” and “Moxie, the Restaurant” (the “Businesses”), and more described as below:

• Cash on Hand Amount;
• All equipment, machinery or other tangible personal property and any warranty rights or claims associated therewith;
• All Accounts Receivable;
• All Permits transferable to Purchaser pursuant to their terms and in accordance with applicable Laws, to the extent listed on Schedule 6.6(a) attached hereto;
• All intellectual property owned by Seller, including but not limited to all domestic and foreign patents, patent applications (regardless of the applicant), trademarks, service marks and other indicia of origin, trademark and service mark registrations and applications for registrations thereof, copyrights, copyright registrations and applications for registration thereof, Internet domain names and universal resource locators (URLs), ingredients, recipes, menus, training manuals,trade secrets, inventions (whether or not patentable), invention disclosures, moral and economic rights of authors and inventors (however denominated), technical data, customer lists, vendor lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collectors and other proprietary information or material of any type, whether written or unwritten (and all goodwill associated with, and all derivatives, improvements and refinements of, any of the foregoing), including the Intellectual Property listed on Schedule 6.5(a) attached hereto;
• All prepaid items and or expenses;
• All books and records related to the Purchased Assets or the Business, including customer or client lists, files, documentation, records and the related documentation;
• All of Seller's right, title and interest in and to all other assets, whether real or personal, tangible or intangible, used by Seller or useful in the operation of the Business;
• All claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) related to the Purchased Assets or the Business (other than those related to the Excluded Assets or the Excluded Liabilities, or claims on insurance policies of Seller);
• All deposits and prepayments held by third parties pursuant to the Assumed Agreements; and
• Inventory.