Assets of Health Club and Fitness Business

Sale of substantially all of assets of Town Sports International, LLC, et al., which includes:

• To the extent transferable, all Intellectual Property related to the Business, including all intellectual property rights arising from or relating to: all algorithms, APIs, designs, net lists, data, databases, data collections, diagrams, inventions (whether or not patentable), know how, methods, processes, proprietary information, protocols, schematics, specifications, tools, systems, servers, hardware, computers, point of sale equipment, inventory management equipment, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship and other similar materials, including all documentation related to any of the foregoing, including instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries, whether or not embodied in any tangible form and whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used in connection with the foregoing;
• All tangible assets owned or leased by Sellers related to the Business or Gym Locations, including all gym and exercise equipment and machinery, fixtures, trade fixtures, chairs, supplies, shelving, refrigeration equipment, computers, point-of-sale systems and other computer systems, branding, signs and signage located at the Gym Locations, warehouses, any corporate offices or any other real property; provided that with respect to any such leased asset, the underlying lease is a Designated Contract;
• all rights under the Assumed Leases and Designated Contracts, including, for the avoidance of doubt, any and all credits, refunds, allowances, or other accommodations associated with, related to, or provided pursuant to, any such Assumed Lease or Designated Contract, regardless of whether attributable to the period prior to, or following, the Closing Date;
• All Inventory and Merchandise, whether at any Gym Locations, any warehouse(s) or in transit to the Gym Locations;
• All member, customer and end-user data and information, including information related to membership, customer purchases or services provided to members or customers at the Gym Locations, in each case, to the extent permitted to be assigned by Sellers under Sellers’ privacy policies and applicable Laws;
• Credit card receivables and any cash related thereto held by third parties;
• All trade receivables, whether current or non-current, and all other accounts receivable, including payment processor receivables, for sales made prior to the Closing;
• Any Permit, to the extent transferable;
• Any and all books, records and other data relating to the Business, including customer lists and customer and end-user information and data, supplier lists, mailing lists, accounting records, documentation or records, catalogs and printed materials relating thereto to the extent available, in each case, to the extent permitted to be assigned by Sellers under Sellers’ privacy policies and applicable Laws;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) other than the Excluded Tax Assets; any promotional materials, displays, media content and other property or equipment used in or related to the existing Business;
• To the extent transferable, all Intellectual Property Licenses, including the licenses set forth on Schedule A of the Stalking Horse Purchase Agreement;
• Financial, marketing and business data, pricing and cost information, business and marketing plans and other information, files, correspondence, records, data, plans, reports and recorded knowledge, historical trademark files, prosecution files of Sellers in whatever media retained or stored, including computer programs and disks, including files in the possession of Sellers;
• All goodwill associated with the Business or the Acquired Assets; to the extent transferable, all right of publicity and all similar rights, including all commercial merchandising rights;
• Product designs, product names, trade names, design rights, tech packs, artwork, archival materials and advertising materials, copy, commercials, images and artwork;
• Royalty payments and licensing receivables generated by the Business and attributable to the period from and/or after the Closing;
• All Sellers’ telephone, fax numbers and email addresses;
• Any avoidance actions under chapter 5 of the Bankruptcy Code relating to any Designated Contract or trade vendor that any Buyer will conduct business with, following the Closing (the “Acquired Avoidance Actions”);
• All of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Acquired Assets;
• All insurance benefits (other in relation to any Company Benefit Plan), including rights and proceeds, arising from or relating to the Business, the Acquired Assets or the Assumed Liabilities;
• All cash, including the Gym Locations Cash Amount, in excess of the Wind-Down Amount; provided, however, that the Excluded Cash shall be an Excluded Asset; and
• Any Tax refunds, rebates, or credits of any Seller (including any rights Sellers may have with respect to any Tax refunds, rebates, or credits of any Restricted Affiliate, and any owner of any Seller).