Women's Clothing Store Business in North Carolina

Sale of substantially all of assets of the Bon Worth, Inc., including all right, title and interest of Seller as of the Closing Date in and to all of Seller’s properties and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not carried or reflected on the books and records of Seller that are now, or at the time of Closing will be, used or held for use in or otherwise related to, useful in or necessary for the conduct of, the Business, and more described as below:

• All inventory of any kind and nature, including all raw materials, works-in- process of any type (including semi-finished goods), finished goods, consigned goods, merchandise, inventory owned by Seller but which remains in the possession or control of a third party or which is undelivered or in transit, inventory located at a distribution center and other inventories to which Seller has title that are in the possession of Seller or any third party and used or held for use in connection with the Business;
• All Accounts Receivable;
• All bank accounts, deposit accounts, securities accounts, brokerage accounts and other accounts holding any cash, cash equivalents or securities belonging to Seller used in the ongoing operation of the Business including those set forth on Schedule 2.1(d);
• All tangible personal property, including, all machinery, equipment, forklifts, tools, vehicles, computers, mobile phones, point of sale electronics, PLM system, computer equipment, hardware, peripherals, information technology infrastructure, telephone systems, furniture, fixtures, furnishings, office supplies, production supplies, racking, warehouse pick and pack rails and racks, spare parts, cartons and bags, shipping and packaging materials, storeroom contents, other miscellaneous supplies, and other tangible personal property of any kind owned by Seller (including any of the foregoing property that is subject to a lease, but only to the extent that Purchaser assumes such lease as an Assumed Contract) wherever located, including all such items which are located in any building, warehouse, office or other space leased, owned or occupied by Seller or any other space where Seller’s properties or any other assets may be situated;
• All Permits, including those set forth on Schedule 2.1(f) to the extent the same may be transferred or assigned consistent with their terms;
• All of Seller’s right, title and interest in and to any Intellectual Property Rights, including (i) all Intellectual Property Rights of that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any state, government or other public legal authority, including the items set forth on Schedule 2.1(g), and including, trademark applications and registrations for “Bon Worth”; (ii) other unregistered Intellectual Property Rights of Seller embodied by or associated with any assets listed or described in this Section 2.1, (iii) Copyrights, (iv) Photo Rights, (v) software and license rights to the IP of third parties, and (vi) the right to sue for and recover damages, profits and any other remedy in connection therewith, for past, present or future infringement, misappropriation or other violation related to any of the foregoing assets;
• To the extent transferrable, the registrations to any internet website, e-commerce platform, and social media accounts of Seller, including those listed on Schedule 2.1(h), and all content stored thereon;
• All of Seller’ right, title and interest in and to any internet domain names, including those listed on Schedule 2.1(i);
• All warranties and guarantees related to the Purchased Assets, to the extent assignable, including warranties and guarantees made by suppliers, manufacturers and contractors with respect to the Purchased Assets, and claims against suppliers and other third parties in connection with the Assumed Contracts;
• All customer lists and all other books, records, files and papers of Seller to the extent related to the Business or the Purchased Assets, including vendor files, equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence, financial and accounting records, personnel files for Employees, Tax records and other similar documents and records (all in the state in which such records and information currently exist), but excluding from the foregoing any information to the extent prohibited by law for transfer hereunder;
• All artwork and other graphic media used in connection with the Purchased Assets in the marketing of products for Seller’ past and present customers to the extent Seller has the right, title and interest to such artwork and media, as well as photos, prints, designs, tech packs, signage, posters, design references, samples, marketing materials, and marketing content;
• All utility deposits, security deposits, deposits held by parties to the Assumed Contracts, deposits held by vendors or trade creditors, and other deposits of any kind or nature whatsoever;
• The rights in Executory Contracts described under Section 4.1 below;
• All prepaid expenses of any Seller relating to any of the Assumed Contracts;
• Cash and cash equivalents (this includes all credit card merchant services pending transfers, pending releases from the revolver from Crossroads, any undeposited cash sales, or any other right to receipt of payment Seller has as of Closing) in excess of the Administrative Reserve Fund;
• All rights, claims or causes of action of Seller for causes of action arising under chapter 5 of the Bankruptcy Code against any of Seller’s suppliers, vendors, trade creditors, or other third parties necessary for Purchaser’s post-Closing operation of the Business, that are set forth on Schedule 2.1(q) (the “Acquired Avoidance Actions”) or against any Purchaser Employed Individual; provided, however, that causes of action arising under section 547 of the Bankruptcy Code shall not be pursued by Purchaser;
• All of Seller’s right, title and interest in any reserves held by any bank, insurance company, or credit card processor;
• All of Seller’s right, title and interest in any tax refund or right to claim tax refunds, credits or offsets, including the right to file therefore, including any loss carrybacks;
• All insurance policies relating to the Business (other than the Directors’ and Officers’ Policy) including those policies scheduled on Schedule 2.1(t);
• All vehicles owned by or titled in the name of the Seller; and
• All goodwill directly arising from, related to or resulting from the Business or the Purchased Assets.