Men's Clothing and Accessories Business in New York

Sale of substantially all of assets of the John Varvatos Enterprises, Inc., including all right, title and interest of the Sellers in, to and under the Acquired Assets that are listed or described below:

• All of the Sellers’ accounts receivable, notes receivable, rebates receivable, payment processor receivables and other miscellaneous receivables (whether current or noncurrent) outstanding as of immediately prior to the Closing;
• All intercompany accounts receivable as to which either Seller is an obligor or is otherwise responsible or liable and which are owed or payable to any of the Sellers (including, for the avoidance of doubt, any intercompany receivables from JVUK);
• All credits, claims for refunds, deposits for the benefit of third parties and prepaid expenses (other than credits, refunds, deposits and prepaid amounts with respect to Excluded Taxes or to the extent related to any of the Excluded Assets or the Excluded Liabilities);
• The Assigned Contracts;
• The Inventory;
• The Business Personal Property;
• All Seller Intellectual Property, including all rights to sue for and recover and retain damages for present, past and future infringement, misappropriation or other violation thereof;
• All Books and Records, excluding (x) any books and records to the extent relating to, held for use with or used in connection with any Excluded Asset or Excluded Liability, and (y) any books and records the transfer of which would be prohibited by applicable Law;
• To the extent transferable, all Permits and all pending applications therefor;
• All rights, claims, rebates, refunds, causes of action, actions, suits or proceedings, hearings, audits, rights of recovery, credits, rights of setoff, rights of recoupment, rights of reimbursement, rights of or to indemnity or contribution and other similar rights (known and unknown, matured and unmatured, accrued or contingent, regardless of whether such rights are currently exercisable) against any Person, including (i) any Action available to or being pursued by any Seller to the extent related to any Acquired Assets, Assumed Liabilities or the ownership, use, function or value of any Acquired Asset, whether arising by way of counterclaim or otherwise, (ii) any such item arising under any guarantee or warranty, and (iii) all warranties, representations, guarantees, indemnities and other contractual claims (express, implied or otherwise) to the extent related to the Business, the Acquired Assets or the Assumed Liabilities (including any claims for past infringement or misappropriation) (excluding all claims or causes of action of any of the Sellers set forth in Schedule 1.2);
• All Avoidance Actions against Designated Parties; provided, however, that it is understood and agreed by the Parties that the Purchaser will not pursue or cause to be pursued any Avoidance Actions against any of the Designated Parties other than as a defense (to the extent permitted under applicable Law) against, or to assert a right of setoff or recoupment to, any claim or cause of action raised by such Designated Party;
• All rights to any and all insurance causes of action, proceedings or judgments or other rights any of the Sellers may have for insurance coverage under any past and present occurrencebased policies and occurrence-based insurance contracts insuring any of the Acquired Assets, in each case including any and all proceeds under any of the Sellers’ third party insurance policies written prior to the Closing in connection with (i) the damage or destruction of any of the Acquired Assets from and after the date of this Agreement and prior to the Closing that is, or would have been but for such damage or destruction, included in the Acquired Assets or (ii) any Assumed Liability, but for the avoidance of doubt, excluding all amounts payable under any policy of insurance to be retained by Sellers;
• All royalties (except for any royalties under any Excluded Asset), advances, prepaid assets and deferred items, including all\ prepaid rentals, unbilled charges, fees and deposits, prepaid insurance premiums, and other prepayments of either Seller as of immediately prior to the Closing to the extent relating to the Business or the Acquired Assets;
• All assets relating to the Seller Plans listed or described on Schedule 1.1(o) (the “Assumed Seller Plans”) (including any trusts, accounts and insurance policies) and all interests of the Sellers in the assets of or relating to (including any funding) such Seller Plans;
• The Transferred Employee Records; provided, that (i) the Sellers and their Affiliates shall be entitled to keep copies of such Transferred Employee Records for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, the internal policies and procedures or any applicable contractual or other similar obligations of the Sellers or their Affiliates, subject to the confidentiality obligations hereunder, and (ii) the Transferred Employee Records shall not include any files the transfer of which would be prohibited by applicable Law;
• All rights of any Seller under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, independent contractors and agents of any Seller or with third parties for the benefit of any Seller, in each case to the extent relating to the Acquired Assets and/or the Assumed Liabilities (or any portion thereof);
• The right to receive and retain mail, accounts receivable payments and other communications of any Seller and the right to bill and receive payment for services performed or transactions processed that are unbilled or unpaid as of the Closing;
• All telephone numbers, fax numbers and e-mail addresses, including all List Records;
• All websites, URLs, internet domain names and social media sites and accounts (including the content contained therein and any usernames and passwords), owned or licensed by any Seller;
• All other assets that are related to or used in connection with the Acquired Assets, including assets under lease (to the extent such lease is an Assigned Contract);
• All other assets of any Seller that are not Excluded Assets; and
• To the extent not specified in clauses (a) through (u), all goodwill associated with the Business, the Acquired Assets and the
• Assumed Liabilities.