Assets of Apparel Retailing Business

Sale of substantially all of the assets of Agent Provocateur, Inc., described as below:

• All (i) cash located at any Continuing Store as of the Closing, and (ii) cash deposits of Sellers held by any Person and relating to Acquired Assets or securing chargebacks, credit card processing claims or similar claims (the cash and cash deposits described in the foregoing clauses (i) and (ii), collectively, the “Closing Cash”);
• All Accounts Receivable of Sellers as of the Closing, and all receivables and other amounts payable by either Seller to the other Seller;
• All Inventory, supplies and materials of Sellers as of the Closing, including all rights of Sellers to receive such Inventory, supplies and materials which are on order as of the Closing, in each case, wherever such inventory, supplies and materials is located, including all inventory, supplies and materials located in warehouses, stores and concession locations; provided that with respect to any Inventory, supplies, or materials located at stores not acquired by Buyer at the Closing, Buyer is solely responsible for removal and disposition of such Inventory, supplies, or materials and the cost of such removal and disposition ;
• Without duplication of the above, all royalties (except for any royalties under any Excluded Asset), advances, prepaid assets and deferred items (including all prepaid Taxes, prepaid rentals, unbilled charges, fees and deposits, prepaid insurance premiums), and other prepayments of Sellers as of the Closing relating to the Business;
• All Assumed Contracts that have been assumed by and assigned to Buyer pursuant to Section 2.6;
• All Intellectual Property owned by Sellers;
• All open purchase orders with suppliers related to the Business;
• All items of machinery, equipment, supplies, furniture, fixtures, leasehold improvements (to the extent of Sellers’ rights to any leasehold improvements under the Leases that are Assumed Contracts) owned by Sellers and all other Furnishings and Equipment as of the Closing; provided that with respect to any machinery, equipment, supplies, furniture, etc. located at stores not acquired by Buyer at the Closing, Buyer is solely responsible for removal and disposition of such machinery, equipment, supplies, furniture, etc. and the cost of such removal and disposition;
• All Records, including Records related to Taxes paid or payable by either Seller; provided, however, that Sellers shall be entitled to retain copies of all Records; provided further , however, that Buyer shall afford Sellers all reasonable access to the Records following the Closing for a period of time sufficient to fully administer Sellers’ bankruptcy estates;
• Except for the Excluded Claims, all claims (including all rights to bring claims for past, present or future infringement of the Intellectual Property owned by Sellers) and causes of action of Sellers as of the Closing against any Persons (regardless of whether or not such claims and causes of action have been asserted by Sellers) and all guaranties, rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, including rights to insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable);
• All goodwill associated with the Business or the Acquired Assets, including all goodwill associated with the Intellectual Property owned by Sellers and all rights under any confidentiality agreements executed by any third party for the benefit of Sellers to the extent relating to the Acquired Assets and/or the Assumed Liabilities (or any portion thereof);
• All rights of Sellers under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, consultants, independent contractors and agents of Sellers or any of their Affiliates or with third parties to the extent relating to the Acquired Assets and/or the Assumed Liabilities (or any portion thereof);
• Subject to Section 2.6 (h), all of the Assumed Permits, or, to the extent provided in Section 2.6 (h), all of the rights and benefits accruing under any Permits relating to the Business.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 65-69 on the attached PDF.