Restaurant Business in California

Sale of substantially all of assets of the RM Holdco LLC, include all of the properties, assets, rights and interests of the Sellers (excluding the Excluded Assets), including the following:

• The Receivables, to the extent accruing from and after the Closing;
• The Inventory;
• All cash, cash equivalents and negotiable instruments of the Sellers attributable to or used in the ordinary course operation of the Retained Restaurants on the Closing Date, including, without limitation, all cash, cash equivalents and negotiable instruments (i) in the registers at, (ii) in any bank account maintained by or on behalf of, or (iii) Represented by checks or other negotiable instruments in the possession of or in transit to, in each case, any Retained Restaurant or any other location if such cash, cash equivalents or negotiable instruments are used to fund the ordinary course operation of any Retained Restaurant;
• Any interests of the Sellers in all cash and cash equivalents collateralizing any of the Sellers’ Workers’ Compensation Obligations and any letters of credit in connection with such workers’ compensation obligations;
• All deposits, advance payments and prepaid and deferred paymen(m) to the extent assignable, all rights of the Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the Sellers, other than any warranties, representations and guarantees to the extent pertaining exclusively to any Excluded Assets;
• The Equipment;
• The Purchased Intellectual Property (including, without limitation, all goodwill associated with the Business and all customer and supplier lists);
• The Purchased Contracts;
• All Documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including Documents relating to Products, services, marketing, advertising, promotional materials, Purchased Intellectual Property (including, without limitation, all prosecution and opposition files and dockets, registration certificates, litigation files and related opinions of counsel and correspondence relating thereto), supplier lists, customer lists, records, literature, correspondence and financial and tax records, but excluding such files as may not be transferred under applicable Law, including, without limitation, laws regarding confidentiality and privacy; provided, that, following the Closing, Purchaser shall provide the Sellers copies of or continued access to all Documents as are necessary to administer the Bankruptcy Cases or in connection with any Tax audits or filings of the Sellers or which are required to realize the benefits of any Excluded Assets;
• All Permits, to the extent assignable or transferable, used by the Sellers in connection with the Purchased Assets or the Qualifying Excluded Restaurants ("Purchased Permits"), including those set forth on Schedule 2.1(j) hereto, provided that the cost of any such assignment shall be borne by Purchaser;
• All supplies owned by the Sellers;
• To the extent assignable, all rights of the Sellers under non-disclosure or confidentiality, non-compete, non-solicitation or similar agreements with any Employees and agents of the Sellers or with third parties, other than any such rights of the Sellers to the extent pertaining exclusively to any Excluded Assets;
• To the extent assignable, all rights of the Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the Sellers, other than any warranties, representations and guarantees to the extent pertaining exclusively to any Excluded Assets;
• All goodwill and other intangible assets of the Sellers;
• To the extent not prohibited by applicable Law, all personnel files and employment records of the Transferred Employees (including, without limitation, I-9 forms and attachments);
• Subject to section 363(b)(1)(A) of the Bankruptcy Code, all rights to the telephone and facsimile numbers and email addresses used by the Sellers, as well as rights to receive mail and other communications addressed to the Sellers (including mail and communications from customers, suppliers, distributors and agents), other than any telephone and facsimile numbers for employees who will remain employees of the Sellers following the Closing;
• To the extent transferable, all unexpired warranties, indemnities, or guaranties from any third party of the Sellers, including any such item of real property, personal property or equipment;
• To the extent transferable and to the extent primarily related to the Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets;
• Any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets; and
• Any claim, right or interest of any Seller in or to any refund, rebate, abatement or recovery of any Taxes other than Excluded Taxes, including any Transfer Taxes up to the Transfer Taxes Cap, together with interest thereon and any refund of any penalties in respect thereof.