Restaurants and Catering Business in Pennsylvania

Sale of substantially all of assets of the Garces Restaurant Group, Inc., d/b/a Garces Group, et al. The seller's operate in three business segments: catering, managed services, and owned restaurants. The sale assets including, without limitation, the Acquired Assets, described as below:

• All Inventory;
• The Furnishings and Equipment;
• All Intellectual Property;
• All credits, deposits and bonds;
• All marketing materials, including signage;
• Any automobiles or vans listed in Section 1(f) of the Disclosure Schedule;
• To the maximum extent permitted by the Bankruptcy Code, the Assumed Leases, together with (to the extent of the Sellers’ interest therein) the buildings, fixtures and improvements located on or attached to such real property, and (to the maximum extent transferable and permitted by the Bankruptcy Code) all rights arising therefrom (including all options and rights of first refusal) and all enements, hereditaments, appurtenances and other real property rights appertaining thereto, subject to the rights of the applicable landlord (including rights to ownership or use of such property) under such Assumed Leases; including but not limited to security deposits;
• To the maximum extent permitted by the Bankruptcy Code, all Transferred Contracts (other than the Assumed Leases, which are included as Acquired Assets pursuant to clause (g) above), the rights and benefits accruing thereunder and to the extent in the possession or control of any Seller, all material documents related thereto;
• All files, documents, instruments, papers, computer files, information and records and all other books and records of Sellers in any media directly or indirectly relating to the Acquired Assets, (collectively, the “Files and Records”);
• To the extent requested by Buyer and to the extent assignable to Buyer under applicable Law, all Permits held, used or intended to be used by Sellers in connection with the Business, including all beer, wine, spirits, and liquor licenses and similar Permits, and all of the rights and benefits accruing thereunder;
• Any rights, demands, claims, causes of action (but not including Avoidance Actions), prepayments, refunds, rights of recovery, credits, allowances, rebates, or rights of setoff or subrogation and other claims of Sellers or their Affiliates against any Person other than Sellers or any officer or director thereof, Buyer or any of their respective Affiliates (collectively, “Causes of Action”) arising out of or relating to any of the Acquired Assets, including any rights against third parties under Transferred Contracts;
• All Accounts Receivable;
• All rights, title and interest of Sellers in and to any property subject to a Personal Property Lease that is used or useful in, or held for use in, the Business, to the extent any such Personal Property Lease is a Transferred Contract;
• To the extent transferable, all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent primarily relating to the Business or to any of the Acquired Assets, or any services provided to Sellers primarily in connection with the Business or
• The Acquired Assets, or to the extent otherwise primarily affecting any Acquired Assets, other than any warranties, representations and guarantees pertaining exclusively to any Excluded Assets .