Games and Game Supplies Business in California

Sale of substantially all of assets of the Imperial Toy LLC, including all right, title and interest of Seller in, to and under all of its:

• Accounts receivable;
• Personal property (other than inventory and supplies) owned by Seller, including equipment, accessories, machinery, apparatus, furniture, fixtures, motor vehicles, molds (including molds used by Affiliates of Seller in the conduct of the Business, Imperial Toy Mexico’s, Idea King’s and IEI’s business), computer hardware, show booths, and office equipment, including those items identified on Schedule 2.1(b) attached hereto;
• Inventory and supplies maintained by Seller, including raw materials, goods consigned to vendors or subcontractors, works in process, finished goods, spare parts, goods in transit, products under research and development, demonstration equipment and inventory on consignment, including such inventory and supplies listed on Schedule 2.1(c) attached hereto;
• To the extent assignable under applicable Legal Requirements, Permits necessary for or incident to the operation of the Business, including those listed on Schedule 2.1(d) attached hereto;
• Rights under any Contracts that Purchaser elects to purchase and assume and have Seller assign to Purchaser as Designated Contracts (the “Assumed Contracts”);
• Rights under any Existing Leases that Purchaser elects to purchase and assume and have Seller assign to Purchaser as Designated Contracts (the “Assumed Leases”);
• Intangible rights and property associated with the Business, including Seller’s Intellectual Property Rights (including, specifically, all trade names and marks related to the Business), computer software licenses, software programs, telephone and telecopy listings, websites and domain names, going concern value and goodwill;
• Books and records relating to Seller, Imperial Toy Mexico, Idea King, IEI, and Kortoy, including customer lists, vendor contracts and general ledgers;
• Past and pending documents of sales and service information, customer lists, payor and supplier lists, artwork files (including the artwork files used in connection with Imperial Toy Mexico’s, Idea King’s and IEI’s business), general ledgers and other accounting records related to the Purchased Assets, inventory cost records, machinery and equipment records, mailing lists, sales and purchasing materials, employee policy manuals, quality control records and procedures, product testing data and reports (including those used in Imperial Toy Mexico’s, Idea King’s and IEI’s business), books of account, customer records, computer records, employment and personnel records, quotations, purchase orders, correspondence, sales, brochures, advertising materials, samples and display materials of Seller and its Affiliates, to the extent the foregoing are in the possession of Seller;
• Claims against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, or contingent or non-contingent;
• Rights relating to deposits and prepaid expenses relating to the Purchased Assets or the Business, including those listed on Schedule 2.1(j), but excluding deposits and prepaid expenses relating to Excluded Contracts and Excluded Leases;
• IT Assets;
• Warranties (express and implied) with respect to any Purchased Asset; and
• Seller’s Claims and causes of action, including claims for relief arising under Chapter 5 of the Bankruptcy Code, against Essential Vendors and Hired Employees; and
• The membership interests of Kortoy and of Imperial Toy Mexico (or, at the option of Purchaser, Purchaser may require Seller to cause Imperial Toy Mexico to sell its assets (without liabilities) to Purchaser in lieu of transferring to Purchaser the Imperial Toy Mexico membership interest).