Assets of Furniture Retail Stores Business

Sale of assets of Art Van Furniture, LLC,et al., including all of the Company’s “Levin Mattress” and “Levin Furniture” inventory and operating assets located in Ohio and Pennsylvania and related intellectual property, and more described as below:

• All tangible personal property, fixtures data processing hardware and software, fixtures, furniture, furnishings, appliances, and other tangible personal property of every kind and description and all replacement parts therefor located at the Subject Stores, including the items set forth on Schedule 2.1(a) (collectively, the “Equipment”)
• All such rolling stock and vehicles of Seller (and all replacement parts therefor) that are specifically listed or identified on Schedule 2.1(b) attached hereto (collectively, the “Included Rolling Stock”);
• All Inventory, excluding Excluded Inventory;
• To the full extent transferable by Law, but subject to Section 2.2(xvi) hereof, all personnel and other records (including hard, electronic and microfiche copies), and all manuals, books and records, including personnel policies, files and manuals, accounting records and computer software, in each case, to the extent relating exclusively to the Subject Stores;
• To the full extent transferable by Law, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises, together with assignments thereof, if required, and all waivers which it currently has, if any, of any requirements pertaining to such licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises, in each case, to the extent relating exclusively to the Subject Stores;
• All guarantees, warranties, indemnities and similar rights in favor of Seller related to the Purchased Assets, and all other rights, claims, and/or causes of action against any person related exclusively to the Purchased Assets or the Assumed Contracts, if any;
• The Assumed Contracts;
• All Prepaid Expenses under and to the extent relating to the Assumed Contracts;
• To the full extent transferable by Law or pursuant to applicable contractual provision, all Proprietary Rights owned, leased, licensed or possessed by it and used exclusively in the operation of the Business, including the domain name www.levinfurniture.com, the names “Levin Furniture”, “Levin Mattress” and all derivatives thereof;
• To the full extent transferable by Law, all information relating solely to the Levin Stores regarding the Seller’s past, current and prospective customers and suppliers (including any and all lists thereof (including contact information), purchase and sale history, correspondence, complaints, and any and all other data, reports, and information of any kind kept or maintained by or on behalf of the Seller), pricing and cost information, and business and marketing plans and proposals;
• All telephone and facsimile numbers and telephone directory listings related exclusively to the Subject Stores;
• Rights, to the extent assignable, under any agreements in favor of either Seller or for the benefit of either Seller with current or former Employees, contractors or third parties, with respect to non-competition, non-solicitation, or other restrictive covenants, regardless of whether any such Person accepts an offer of employment from the Purchaser or continues to perform services for the Purchaser; and
• Subject to Section 2.2(xvi), below, all books, records, ledgers, files, documents, correspondence, lists, plans, drawings and specifications, creative materials, sales collateral, advertising and promotional materials, studies, reports, and other printed or written materials to the extent related to the Purchased Assets, including records to the extent related to inventory and maintenance of the Purchased Assets, whether in written or electronic form, other than employment records that may not be transferred pursuant to applicable Law (collectively, along with the assets described in Section 2.1(iv) above, the “Books and Records”).