Shoes Manufacturing Company in Massachusetts

Sale of substantially all of assets of the The Rockport Company, LLC, including all of each Seller's right, title and interest in and to the following assets to the extent related to the Business, described as below:

• All Accounts Receivable (other than as set forth in Section 2.2(c) of the Stalking Horse Agreement);
• The Acquired Store Cash Amount;
• All Inventory other than Excluded Inventory;
• Except as otherwise set forth in Section 2.2(n) of the Stalking Horse Agreement, all rights relating to deposits (including customer deposits and security deposits for rent, utilities, telephone or otherwise), prepaid or deferred charges and expenses related to the Purchased Contracts; provided, however, all rights relating to deposits and prepaid charges and expenses paid in connection with or relating to any Excluded Assets shall be Excluded Assets;
• The Furniture and Equipment other than Excluded Furniture and Equipment;
• The Purchased Intellectual Property which, for the avoidance of doubt, shall be transferred pursuant to the IP Assignment Agreements and not this Agreement;
• The Purchased Contracts;
• All of the Real Property Documents that are not Excluded Occupancy Agreements;
• All Documents (other than those described in Section 2.2(j) of the Stalking Horse Agreement) to the extent not prohibited by applicable Laws;
• All Permits used in the Business and pending applications therefor;
• All rights under or pursuant to all representations, warranties and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided to, any Seller under any Purchased Contract, other than any representations, warranties and guarantees pertaining to any Excluded Assets or rights and defenses pertaining to any Excluded Liabilities;
• All goodwill and other intangible assets associated with the Business;
• The Purchased Equity Interests;
• All rights of Sellers under non-disclosure or confidentiality, noncompete, non-solicitation or no-hire agreements relating to the Purchased Assets, the Assumed Liabilities (or any portion of the foregoing);
• Any rights, claims or causes of action of any Seller against Third Parties relating to the Purchased Assets or the Assumed Liabilities as of the Closing, or of any kind against any Acquired Company, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds (other than Tax refunds), rights of reimbursement and other rights of recovery, including insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable) to the extent related to any Acquired Company, Purchased Asset or Assumed Liability;
• All Avoidance Actions (whether known or unknown, contingent or otherwise) accruing or arising prior to the Closing Date against (a) any of the Acquired Companies; (b) any counterparty to a Purchased Contract; (c) any vendor, supplier, lessor or other Person listed on Schedule 2.1(p) of the Stalking Horse Agreementor (d) Any Transferred Employee (collectively, the “Purchased Avoidance Actions”);
• To the extent transferable, rights in connection with and assets of the Transferred Plans; and
• To the extent transferable, all rights of indemnity pursuant to section 10.1.1(a) of the Master Purchase Agreement, dated as of January 25, 2015, by and among Relay Intermediate, LLC, Reebok International Ltd. and Adidas AG.