Assets of Grocery Store Business

Sale of assets of Lucky's Market Parent Company, LLC which includes five (5) of the Sellers’ stores located in Florida, includes:

1. The Store Leases, together with (to the extent of Sellers’ interest therein) buildings, fixtures and improvements (collectively, the “Improvements”) located on or attached to such real property, and all rights arising out of the Store Leases including, without limitation: all options and rights of first refusal, together with all licenses and permits to the extent assignable or transferable by law without material cost or expense to Sellers, all Real Property Documents creating or modifying any such interest, and all of such Sellers’ rights, title and interest in and under such Real Property Documents and all Real Property Documents related to such Leased Stores; all easements and rights-of-way; rights, title and interest in all reciprocal easements; all alleys street, road or right-of-way; subject to Article 14, all of Sellers’ rights, title and interest in and to any award made or to be made in lieu thereof, and in and to any unpaid award, for any taking by condemnation of, or any damages to, any Leased Stores; and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto, subject to, in all cases, the rights of the landlord (including rights to ownership or use of such property) under such Store Leases, subject only to the Permitted Exceptions and those liabilities, liens, obligations and encumbrances (if any) which are expressly assumed in writing by Buyer.
2. To the extent they are assignable, any and all guarantees and warranties (collectively, the “Guarantees”) to the extent they relate to the ownership or operation of the Equipment (as defined in Section 2.1[d]).
3. To the extent they are assignable, any and all contracts and agreements, including Equipment leases, landscape contracts, maintenance contracts and security contracts (whether oral or written) relating exclusively to a Store Property or the operation of the business at a Store Property and listed on Exhibit 2.1(c) (collectively, the “Contracts”).
4. All furnishings, trade fixtures, machinery and equipment owned by Sellers, without warranty except as specifically provided in this Agreement, and located on and used in connection with the operation of the Store Properties, other than any Excluded Equipment (as defined in Section 2.2[a]) to be retained by Sellers (collectively, the “Equipment”).
5. Subject to Article 6, to the extent assignable or transferable by law and without material cost or expense to Sellers, all of Sellers’ interest, without warranty, in all transferable licenses, permits and approvals to the extent they relate solely to a Store Property or the operation of the businesses at the Store Property, including, but not limited to, all Liquor Licenses (collectively, the “Permits”).