Assets of Coworking Space Business

Sale of substantially all of assets of Live Primary, LLC (the “Seller”), including all of Seller’s right, title, and interest in and to the following assets of Seller used or held for use in the operation of the Business, in whatever form, and all proceeds and products, in whatever form:

• All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Seller;
• All cash and cash equivalents in possession of Seller at the time of closing;
• All Accounts Receivable;
• All furniture and Equipment;
• All Intellectual Property Rights (as hereinafter defined) ;
• All executory contracts and unexpired leases, together with associated improvements, fixtures and other appurtenances and rights including, but not limited to, the lease (the “Property Lease”) between Seller, as tenant and Broadway 26 Waterview LLC, as landlord, for space located 26 Broadway, New York, New York 10004 and those listed on Schedule 1 (the “Assumed Seller Leases”). Buyer shall be allowed to add or subtract any contract from Schedule 1 for any or no reason, in Buyer’s absolute discretion at any time within 60 days after Closing r;
• All leases, subleases, licenses, options (including lease renewal options), contracts, extension letters, easements, reciprocal easements, assignments, termination agreements, subordination agreements, and other agreements (written or oral), and any amendments or supplements to the foregoing, and recorded memoranda of any of the foregoing, pursuant to which Seller conveys any rights of use and/or occupancy of any portion of its premises and listed on Schedule 2 (the “Assumed Tenant Leases”) Buyer shall be allowed to add or subtract any contract from Schedule 2 for any or no reason, in Buyer’s absolute discretion at any time within 60 days after Closing.
• All documents or information in whatever form that are used in, held for use in or intended to be used in, or that arise primarily out of, the Business, including documents relating to services, products, marketing, advertising, promotional materials, intellectual property, supplier lists, records, literature and correspondence;
• All licenses and permits used or which could be used by Seller in their business to the extent assignable;
• All supplies owned by Seller and used or which could be used in connection with the business;
• All rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with any employees and agents of Seller or with third parties relating to their business or the Acquired Assets (or any portion thereof) to the extent assignable;
• All rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors or others relating to products sold, or services provided, to Seller affecting any Acquired Assets other than any warranties, representations and guarantees pertaining to any Excluded Assets to the extent assignable;
• All goodwill and other intangible assets related to or associated with the Business, including all customer and supplier lists and the goodwill associated with\ the Acquired Assets;
• Claims against third parties and all insurance claims, insurance premium refunds and proceeds;
• Seller's claims, causes of action, choses of action and rights of recovery, including claims, causes of action, choses of action and rights of recovery arising pursuant to sections 544 through 550 and section 553 of the Bankruptcy Code and any other avoidance and/or fraudulent conveyance action under any other applicable provisions of the Bankruptcy Code or applicable state law;
• All rights to tax refunds, credits, or similar benefits and
• All rights in and to all subsidiaries or affiliates of Seller including Live Primary 251 West 30th Street, LLC. (“Subsidiaries”).