Assets of Grocery Stores Company

Sale of substantially all of assets of the Fairway Group Holdings Corp., et al., which consist primarily of the grocery stores, cafes, and beer, wine, and liquor stores (collectively, the “Stores”) and an approximately 240,000 square foot production and distribution facility (the “PDC”), and related leasehold interests, inventory, intellectual property, prepaid expenses, and other assets. The sale assets including all of Sellers’ right, title, and interest in and to all of the following assets of Sellers directly used or held for use exclusively in the operation of the Stores and (to the extent applicable) located at the Stores on the Closing Date:

• All Inventory of Sellers Related to the Business (other than Excluded Inventory);
• The Furnishings and Equipment owned by Sellers and Related to the Business (other than Excluded Furnishings and Equipment);
• The Leases set forth on Section 1.1 of the Disclosure Schedule under the heading “Assumed Leases” (the “Assumed Leases”), together with (to the extent of Sellers’ interest therein) the buildings, fixtures and improvements located on or attached to such real property, and all rights arising therefrom, and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto, and all rights of Seller under any non-disturbance agreement with the lessor of an Assumed Lease or its lenders, subject to the rights of the applicable landlord (including rights to ownership or use of such property) under the Assumed Leases; provided, however, that Buyer may remove the Leases for the Harlem Store and the Chelsea Store (each, a “Non-Core Store”), and the PDC, from the list of Assumed Leases at any time prior to the later of the date that is (i) forty-five (45) days from the date hereof and (ii) two (2) days prior to the date of the Auction (and, in connection therewith, Buyer shall, in good faith, seek to determine whether to remove any such Lease as soon as practicable, and to promptly notify Sellers of any final determination made with respect thereto); provided, further, however, that removal of any such Lease from the list of Assumed Leases shall not affect the Purchase Price;
• All rights under those Contracts set forth on Section 1.1 of the Disclosure Schedules under the heading “Transferred Contracts” (including a Modified Labor Agreement), other than those Contracts that expire or that are terminated prior to the Closing in accordance with their respective terms (such Contracts, together with the Assumed Leases, the “Transferred Contracts”), including the right to possess or use the property that is the subject of the Transferred Contract, together with any Contracts added to or removed from Section 1.1 of the Disclosure Schedules by Buyer by notice delivered to Sellers at any time during the period from and after the date hereof at any time prior to five (5) days prior to the Auction, if any, or ten (10) days prior to the Sale Hearing if no Auction is held; provided, that (x) Sellers shall not reject or terminate any Contract used or held for use exclusively in the operation of the Stores without Buyer’s consent prior to the foregoing deadlines and (y) Buyer shall not be permitted to add any Contracts previously rejected in the Bankruptcy Cases; and provided, further, that any Contract on Section 1.1 of the Disclosure Schedule which, as determined by Sellers, relates solely to either the Harlem Store, the Chelsea Store or the PDC shall be deemed removed from Section 1.1 of the Disclosure Schedule and shall not constitute a Transferred Contract if the Lease with respect to such facility is removed from the list of Assumed Leases in accordance with subsection (c) above;
• All of Sellers’ security deposits, prepaid rent, and prepaid expenses previously paid by Sellers to fulfill Sellers’ obligations under the Assumed Leases (other than any adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code) and, to the extent transferable, other deposits Related to the Business (the “Prepaid Expenses”) that are included in the Prepaid Expenses Amount and paid in accordance with Section 2.3;
• To the extent assignable or transferable, all warranties related to any of the foregoing;
• To the extent that any Affected Union enters into a Modified Labor Agreement with Buyer, all rights under such Modified Labor Agreement;
• With respect to each Store, the amount of cash set forth on Section 1.1 of the Disclosure Schedule under the heading “Per Store Cash Closing Balance” to be left at such Store following the close of business on the date which is the date before the Closing (the “Per Store Cash Closing Balance”);
• All Permits of Sellers exclusively Related to the Business, to the extent requested by Buyer and assignable to Buyer under applicable Law (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit) other than those Permits listed on Section 1.1 of the Disclosure Schedule under the heading “Excluded Permits”;
• All in-store processors, front-end systems, point-of-sale systems (including self-checkout equipment), credit card readers, computers, computer equipment, hardware, software, peripherals, pin pads and direct access storage devices, in each case, that are owned by Sellers;
• Any Intellectual Property owned by Sellers, including, for the avoidance of doubt, the name “Fairway” or “Fairway Markets” and all other marks set forth on Section 1.1 of the Disclosure Schedule under the heading “Marks”, any name or trademark, service mark, trade name, logo, trade dress, Internet domain name or other indicia of origin that includes, relates to or derives from any such name, or any related abbreviations, acronyms or other formatives based on any such name, whether alone or in combination with any other words, phrases, or designs, and all registrations, applications and renewals thereof, all rights and goodwill associated therewith and any name or trademark, service mark, trade name, logo, Internet domain name, or other indicia of origin that is confusingly similar thereto or derived therefrom (collectively, the “Seller Marks”);
• and
• All books and records of Sellers exclusively related to operation of the Business, including records relating to payroll, sales, and expenses, the plans, specifications, keys, passwords, and combinations for the Stores and PDC, as applicable, and those other items set forth on Section 1.1 of the Disclosure Schedule under the heading “Acquired Assets”.