Assets of Casual Dining Restaurants Business

Sale of substantially all of assets of FIC Restaurants, Inc., and its affiliated sellers (collectively, the “Sellers”). Sellers presently conduct the business of operating and franchising casual dining restaurants under the trade name Friendly’s in several states (collectively, the “Business”). The sale assets including all of the, direct or indirect, right, title and interest of Sellers in and to the tangible and intangible assets (including goodwill), properties, rights, ongoing concern value, claims and Contracts used, useful, or held for use in, or related to, the Business (but excluding Excluded Assets) wherever situated and of whatever kind and nature, real or personal, as of the Closing, including:

• All Restaurant Cash;
• All Accounts Receivable;
• All Inventory of Sellers located at a Continuing Restaurant, including all rights of Sellers to receive such Inventory, supplies and materials which are on order as of the Closing;
• Without duplication of the above, all deposits (including, without limitation, deposits in transit, customer deposits and security deposits for rent, electricity, telephone, utilities or otherwise, but excluding the Security Deposits, deposits that are not transferable to Buyer or deposits that constitute Excluded Utility Deposits), ad valorem and real and personal property Tax relating to the Continuing Restaurants and other prepaid charges and expenses of Sellers that relate to the Purchased Assets (collectively, “Prepaid Expenses”);
• All Assumed Contracts that have been assumed by and assigned to Buyer pursuant to Section 2.6;
• All Intellectual Property owned by Sellers (“Owned Intellectual Property”);
• All open purchase orders for Inventory with suppliers related to the Continuing Restaurants that were placed by Sellers in the Ordinary Course of Business prior to Closing;
• All Leasehold Improvements (to the extent of Sellers’ rights to any Leasehold Improvements under the Leases that are Assumed Contracts) owned by Sellers as of the Closing and related to the Continuing Restaurants;
• (i) All items of machinery, equipment, computer hardware and software, supplies, furniture, fixtures, artwork, signage, memorabilia, owned by Sellers as of the Closing and located at the Continuing Restaurants, (ii) the Acquired Servers, (iii) artwork and memorabilia located at Corporate Headquarters, and (iv) computer hardware (e.g. desktop computers, personal printers, iPads, laptop computers, etc.) used solely by Transferred Employees in the performance of their job functions for Sellers whether or not located at Corporate Headquarters or any Continuing Restaurant;
• All Records, including Records related to Taxes paid or payable by any Seller related to the Continuing Restaurants or the Purchased Assets (provided that Sellers are entitled to retain copies of all Records and Buyer will make all such Records available to Sellers upon request and at no charge), but excluding (i) personnel files for Current Employees and Former Employees of Sellers who are not hired by Buyer as of the Closing Date and (ii) any materials exclusively related to any Excluded Assets;
• All goodwill associated with the Business or the Purchased Assets, including all goodwill associated with the Owned Intellectual Property and all rights under any confidentiality agreements executed by any third party for the benefit of any of Sellers to the extent relating to the Purchased 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 Employees or Former Employees, directors, consultants, independent contractors and agents of any of Sellers to the extent relating to the Purchased Assets and/or the Assumed Liabilities (or any portion thereof);
• All of the Assumed Permits or all of the rights and benefits accruing under any Permits relating to the Continuing Restaurants;
• The amount of, and all rights to any, insurance proceeds received by any of Sellers after the date hereof in respect of (i) the loss, destruction or condemnation of any Purchased Assets of a type set forth in Section 2.1(c), Section 2.1(f) or Section 2.1(h), occurring prior to, on or after the Closing or (ii) any Assumed Liabilities;
• All other rights, demands, claims, credits, allowances, rebates or other refunds (excluding any vendor or supplier rebates) and rights in respect of promotional allowances or rights of setoff and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), other than against Sellers, arising out of or relating to the Continuing Restaurants or any of the Purchased Assets as of the Closing, including all deposits (including customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise), advances and prepayments;
• Except for the Excluded Claims, all causes of action, lawsuits, judgments, claims, refunds, rights of recovery, rights of set-off, counterclaims, defenses, demands, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights of any Seller (at any time or in any manner arising or existing, whether choate or inchoate, known or unknown, now existing or hereafter acquired, contingent or noncontingent), including, without limitation, the Purchased Avoidance Actions;
• All rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other Person to the extent relating to equipment purchased, products sold, or services provided, to Sellers or to the extent affecting any Purchased Assets and/or Assumed Liabilities;
• All of the Sellers’ telephone numbers, fax numbers, e-mail addresses, websites, URLs and internet domain names related to the Continuing Restaurants;
• All Deferred Unpaid Royalties;
• All Security Deposits;
• All recipes, methods, procedures, cooking/preparation/mixing publications, guidelines, or standards, knowhow, ingredient lists, menus, price lists, nutritional, health, or dietary information, publications, or disclosures, and promotional or informational materials, in each case whether related to food, beverages, or otherwise (in each case, written or oral or in any other form whatsoever) (collectively, “Recipes”) to the extent owned by Sellers; and
• All other assets that are related to or used in connection with the Purchased Assets or the Business (but excluding all of the Excluded Assets).