Women’s, Men’s Apparel and Accessories Retailing Business in New Yor...

Sale of substantially all of assets of the Nine West Holdings, Inc., et al., include all of the company’s rights, title, and interests in certain assets and trademarks related to women’s Footwear and Handbags under the seller's brand names “Nine West®” and “Bandolino®” (and certain other trademarks included in the Transferred Intellectual Property) for: (i) advertising and licensing the brand names, including under the Assigned Contracts; (ii) designing, manufacturing, distributing, and selling the assets to domestic and international wholesale customers and distributors; and (iii) advertising and selling the assets through the E-Commerce Platform (collectively, the “Acquired Business”), and more described as below:

• The Transferred Intellectual Property; 
• All goodwill associated with the Transferred Intellectual Property; 
• Rights to enforce and to represent to third parties that the Stalking Horse Bidder is the successor of the Transferred Intellectual Property; 
• All files and assignment documentation pertaining to the Transferred Intellectual Property; 
• Claims, causes of action, and legal rights and remedies related to the Purchased Assets or Assumed Liabilities and the proceeds thereof;
• Certain executory contracts related to the Acquired Business; 
• Footwear and Handbag Inventory labeled with a Transferred Trademark (excluding Inventory located in Canada or related to the seller's brick and mortar stores); 
• All current assets of the Acquired Business that are used or held for use exclusively in connection with the Acquired Business; 
• The Acquired Business assets including certain tangible personal property, certain contracts and purchase orders, telephone and fax numbers, goodwill, prepaid expenses, and payment processor receivables from and after the Closing Date; 
• The seller's warranty rights for the Purchased Assets; 
• Acquired Business and Transferred Intellectual Property documents;
• The seller's commercial and merchandising rights inherent in or attaching to the Transferred Intellectual Property or used in the conduct of the Acquired Business;
• Insurance proceeds with respect to Purchased Assets; 
• Avoidance actions arising under the Bankruptcy Code or similar state law provided that neither the Stalking Horse Bidder nor any person on behalf of the Stalking Horse Bidder shall pursue, litigate, or commence an action that relates to the Avoidance Actions;
• Certain customer data and information; 
• Certain royalty and licensing receivables generated by the Purchased Assets and certain royalties prepaid to the sellers earned and attributable to the period from or after the Closing Date;
• All of the seller's email addresses contained in schedule 2.1(a)(ii) of the Stalking Horse APA; and 
• Causes of action and related legal rights arising from the Transferred Intellectual Property owned by the sellers, the Purchased Assets, or the Assumed Liabilities (subject to certain rights of the sellers to collect pre- Closing amounts).

The Sale Assets are more described on the attached PDF.