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 to the extent assignable or transferable by law with nominal 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 XIV, 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 2.1D).
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) that is not a Store Lease (collectively, the “Contracts”).
4. All furnishings, trade fixtures, machinery and equipment owned by Sellers, without warranty, and located on and used in connection with the operation of the Store Properties, other than any Excluded Equipment (as defined in Section 2.2A) to be retained by Sellers (collectively, the “Equipment”).
5. Subject to ARTICLE VI to the extent assignable or transferable by law and with only nominal cost or expense to Sellers, all of Sellers’ interest, without warranty, in all Liquor Licenses (the “Liquor Licenses”).
6. The Real Property, together with all Improvements and common areas and facilities located thereon or attached to the Real Property, and all of Sellers rights, title and interest in and under the Real Property Documents, 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 Real Property; and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto, subject only to the Permitted Exceptions and those liabilities, liens, obligations and encumbrances (if any) which are expressly assumed in writing by Buyer.
7. To the extent assignable or transferable by law and with only nominal cost or expense to Sellers, all other assets owned by Sellers located at the Store Properties and which are used primarily in connection with the operation of the businesses at the Store Properties (other than the Excluded Assets).
8. To the extent they are assignable, any lease, sublease, license, sublicense or other contract relating to the installation, use or operation of ATM or similar banking machines at the Store Properties or as part of the operations of the Store Properties (and any interest of Sellers in such equipment) (collectively, the “In-Store Operations”); provided, however, that any such lease, sublease, license, sublicense or other contract for In-Store Operations located within the building of any Leased Store (as opposed located exterior to the building in an area such as a parking lot) shall be terminated by Seller at or prior to Closing.