Formal Wear Manufacturing Business in Illinois

Sale of assets of Vince's Black Tie Inc. includes:

• Accounts Receivable. All accounts receivable as of the Closing Date (the “Accounts”), which shall be itemized by Seller and delivered to Buyer at the Closing (showing, at a minimum for each Account, the name and address of the account Seller, the invoice date, the invoice amount, and the unpaid balance of the Account); and
• Inventory. All inventory used in the Business, including tuxedos, suits, and other formal wear, including shirts, shoes, ties and related accessories or merchandise/direct sale inventory such as invitations, gifts, and accessories (e.g. tie clips, cuff links) and all other related goods as of the Closing Date wherever located, including inventory in possession of customers (“Inventory”); and
• Equipment. All machinery, equipment, motor vehicles, parts, tooling, furniture, fixtures, trade fixtures, leasehold improvements, computer hardware, office and store equipment, supplies, cleaning equipment, photo booths, racks, bags, and other items of tangible personal property owned by Seller (hereinafter collectively referred to as the “Equipment”); and
• Real Estate. The leases, listed in Schedule 1.01(d) to all land, buildings, improvements, fixtures and appurtenances thereto used by Seller and any land, buildings, improvements, fixtures and appurtenances owned by Seller (“Real Estate”); and
• Contracts. At Buyer’s option, in Buyer’s sole discretion, the vehicle leases listed on Schedule 1.01(e) and such other contracts and agreements that Buyer may elect to accept (the “Contracts”); and
• Intangible Assets. All intangible assets, including without limitation the right to use the trade names “Black Tie Tuxedo,” “Black Tie Formalwear,” and all variations thereof, and all intellectual property, patents, patent applications, inventions, trademarks, service marks, trademark applications, trade names, trade secrets, domain names, technical knowledge, computer software, proprietary information, websites, social media accounts and/or pages, telephone numbers, goodwill, and other intangible assets other than Licenses (as defined herein) (the “Intangible Assets“); and
• Records. All books and records pertaining to the Business, including without limitation all employee files and records, customer files, customer and supplier lists and information, operating data, sales literature, advertising materials, promotional materials, marketing plans, computer software and disks, sketches, drawings, warranty and service records, repair manuals, parts manuals, service manuals, purchasing lists, business planning and financial data, and all other files, materials, and records used, compiled or maintained in connection with the Business (collectively referred to as the “Records”); and
• Prepaid Expenses. All prepaid expenses (the “Prepaid Expenses”); and
• Licenses. To the extent transferable, all licenses, authorizations, and permits issued by any governmental agency to Seller, whether presently or hereafter obtained, and all applications therefor (the “Licenses”); and
• Customer Orders. All outstanding customer orders on the Closing Date that are accepted for the Business on or prior to the Closing Date in the ordinary course of business and are consistent in nature and scope with past practice and that Buyer elects to accept (the “Customer Orders”); and
• Other Assets. All other assets of Seller as of the Closing Date, other than the Excluded Assets (the “Other Assets”).