Assets of E-commerce Company

Sale of substantially all of assets of the Bluestem Brands, Inc., et al., including the following assets, properties, rights and interests of such Seller:

• All Accounts Receivable;
• All Documents used in or relating to the Business or in respect of the Purchased Assets or the Assumed Liabilities (including customer data and including emails); provided, however, that subject to the limitations contained in Section 8.6, the Sellers shall have continued access to such Documents as are necessary to administer the Chapter 11 Cases;
• All Assigned Contracts, subject to the right of the Purchaser to cause any Assigned Contract to be a Non-Assigned Contract in accordance with Section 1.5 of the Stalking Horse Purchase Agreement;
• All deposits and all prepaid charges and expenses of such Seller, including (i) security deposits with third party suppliers, vendors, service providers or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, (iv) prepaid Taxes (including ad valorem Taxes, personal property Taxes and real estate Taxes), and (v) pre-payments, in each case to the extent that any of the foregoing relate to any Purchased Asset (including any Assigned Contract) or Assumed Liability;
• All Furniture and Equipment;
• All Purchased Names;
• All Assumed Leased Real Property, subject to the right of the Purchaser to cause any Assumed Real Property Lease to be a Non-Assigned Contract in accordance with Section 1.5 of the Stalking Horse Purchase Agreement;
• To the extent transferable (and such non-transferability is not overridden or canceled by the Sale Order or other order of the Bankruptcy Court), all Permits and all pending applications or filings therefor and renewals thereof and all rights and incidents of interest therein, subject to the right of the Purchaser to cause any Permit or pending applications or filings therefor or renewals thereof to be a Designation Rights Asset or Excluded Asset in accordance with Section 1.5 of the Stalking Horse Purchase Agreement;
• All rights under non-disclosure or confidentiality, non-compete, or nonsolicitation agreements to which such Seller is a party with current or former directors, officers, employees or agents, or with third parties, or any such agreement to which such Seller is a beneficiary, in each case, if such agreement is an Assigned Contract;
• (i) all rights, claims, credits, settlement proceeds, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under the Assigned Contracts) or the Assumed Liabilities, including all rights under vendors’, manufacturers’ and contractors’ warranties, indemnities and guarantees; and (ii) all Avoidance Actions;
• Any claims, counterclaims, setoffs, rights of recoupment, equity rights or defenses that such Seller may have with respect to any Assumed Liabilities;
• Except as contemplated by Section 1.2(e) and Section 1.2(j) of the Stalking Horse Purchase Agreement and only to the extent transferable (and such non-transferability is not overridden or canceled by the Sale Order or other order of the Bankruptcy Court) all of such Seller’s insurance policies and rights and benefits thereunder (including (i) all rights pursuant to and proceeds from such insurance policies, (ii) all claims, demands, proceedings and causes of action asserted by such Seller under such insurance policies relating to any Purchased Asset or Assumed Liability, (iii) all proceeds payable to such Seller in respect of life insurance policies that are owned by such Seller or for which such Seller is a beneficiary and (iv) any letters of credit related thereto);
• Any claim, right or interests of such Seller in or to any refund, rebate, abatement or other recovery for Taxes with respect to the Business, the Purchased Assets or the Assumed Liabilities, in each case, together with any interest due thereon or penalty rebate arising therefrom;
• (i) Contracts of the Seller Plans set forth on Schedule 1.1(n) of the Stalking Horse Purchase Agreement and (ii) any other Assumed Seller Plans, and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with the Assumed Seller Plans and any applicable insurance policies;
• All Seller Intellectual Property and IT Assets;
• All Inventory;
• Except to the extent that any transfer or assignment is prohibited by applicable Law, all personnel files for Transferred Employees;
• All goodwill and other intangible assets associated with, or relating to, the Business or the Purchased Assets;
• Ownership interests in other entities (except for equity of any Seller), including joint ventures;
• Subject to section 363(b)(1)(A) of the Bankruptcy Code, all rights to the websites, domain names, telephone and facsimile numbers and e-mail addresses used by such Seller, as well as rights to receive mail and other communications addressed to such Seller (including mail and communications from customers, vendors, suppliers, distributors and agents);
• All Cash and Cash Equivalents, whether on hand, in transit or in banks or other financial institutions, security entitlements, securities accounts, commodity contracts and commodity accounts and including any cash collateral that is collateralizing any letters of credit or insurance policies, or any obligations with respect thereto, except that the foregoing shall not include any Cash and Cash Equivalents (i) in the Bankruptcy Deposit Accounts or (ii) in the total amount of “Total Disbursements” in the winddown budget set forth on Annex II hereto, as may be amended from time to time with the prior written consent of Purchaser in its sole discretion (the aggregate amount of such Cash and Cash Equivalents pursuant to this clause (ii), the “Excluded Cash” and, such wind-down budget, the “Wind-Down Budget”);
• The Surplus Cash; and
• All owned real property set forth on Schedule 1.1(w) of the Stalking Horse Purchase Agreement.