Strip Shopping Center in Pennsylvania

Sale of substantially all of assets of the Greater Lewistown Shopping Plaza LP, seller owns and operates the Greater Lewistown Shopping Plaza located at 224, 306/308, and 404 North Logan Boulevard, Burnham, Pennsylvania 17009 (the "Business"). The sale assets including all of the assets and property, real, personal or mixed, tangible or intangible, of every kind or description, wherever located, other than the Excluded Assets (as defined below), used or held for use by the Seller in the Business (the "Acquired Assets") including but not limited to, those set forth below, free and clear of any and all interests, liens, pledges, mortgages and/or encumbrances of any kind or nature whatsoever:

• All of the Seller's right, title, and interest in the real property on which the Business operates, as more specifically described on Schedule 1.1.a. hereto (the "Real Estate");
• All of the Seller's right, title, and interest in the unexpired leases for the Real Estate, as more specifically described on Schedule 1.1.b. hereto (the "Assumed Leases");
• All security deposits for the Assumed Leases, to the extent identified and recovered through reasonable efforts from the Trustee.
• All rents from the Assumed Leases from and after the Closing Date (defined below);
• All of the Seller's right, title and interest in any and all contracts, agreements, licenses, leases, commitments and entitlements, arrangements or engagements, whether written or oral, pursuant to which Seller is subject to any obligation or restriction or is entitled to any right of benefit in connection with the Business or the Acquired Assets, including but not limited to those identified in Schedule 1.1.e. hereto, and including but not limited to the franchise agreement between the Seller and the League (collectively the "Assumed Contracts");
• All equipment, tools, machinery, furniture, fixtures, office supplies and equipment and/or other tangible assets of Seller used in the Business, as identified in Schedule 1.1.f. hereto (collectively the "Equipment");
• All inventories of Seller, wherever located;
• The other intangible rights and property relating to the Business including going concern value, the goodwill of the Business, including the exclusive right of the Purchaser to represent itself as carrying on the Business in succession to the Seller and all right, title and interest of the Seller in, to and in respect of the name "Greater Lewistown Shopping Plaza" and variations thereof and all dates, lists, files, records and information relating to the suppliers, clients, tenants, customers, prospective clients, tenants or customers and all employees of the Business and all pertinent files, catalogues and promotional materials relating to the Business and the Acquired Assets, and all telephone, facsimile, website and email listings and addresses;
• All of the right, title and interest in Seller's intellectual property (the "Intellectual Property") including but not limited to (i) all registered and unregistered trade names, copyrights, trade-marks, logos, service marks, internet domain names (and the content of such websites), trade secrets and all other intellectual property owned by, licensed to or used or held for use by the Seller in connection with the Business; (ii) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues of all of the foregoing, now or hereafter in force; and (iii) all claims or causes of action arising out of or related to any actual or alleged infringement or misappropriation of any of the foregoing;
• The insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities;
• All claims of the Seller against third parties relating to the Acquired Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, to the extent relating to events or circumstances arising following the execution of this Agreement but prior to or in existence at the Closing Date, but not including causes of action retained by the Trustee and pursued in the exercise of his responsibilities under the Bankruptcy Code;
• All rights of the Seller relating to all deposits and expenses with any public utility or any governmental authority relating to the Business and any other deposits and pre-paid expenses relating to the Business, claims for refunds and rights to offset in respect thereof that are not Excluded Assets;
• All of the Seller's books of account, accounting records and other financial data and information, including copies of all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information and plans and projections of or relating to the Acquired Assets or the Business and all other documents, files, records, correspondence, and other data and information, financial or otherwise, which are relevant to the Acquired Assets or the Business, including all data and information stored electronically or on computer related media, for which the Trustee agrees to make a reasonable effort to obtain;
• All other tangible and intangible assets relating to the Business and used in the normal operations of the Business (the "Miscellaneous Acquired
• Assets"), except as expressly identified in Section 1.2;
• To the extent assignable, all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained ("Permits"), from governmental authorities which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Acquired Assets, including, without limitation, those listed on Schedule 1.1(o); and
• All proceeds of any or all of the foregoing.