Assets of Home Kitchenware Products Retailer Business

Sale of substantially all of assets of SLT Holdco, Inc. and its subsidiary, Sur La Table, Inc. (collectively, the “Sellers”). The sellers are one of America’s most highly regarded retailers of home kitchenware products. Founded at Seattle’s iconic Pike Place Market in 1972, Sur La Table grew to over 125 retail locations across the country and a significant online retail presence. The sale assets consist of:

• All saleable inventory at the Specified Stores and the Distribution Center (other than excluded inventory to be agreed upon);
• The furnishings and equipment in each Acquired Store, the Headquarters and the Distribution Center;
• The Assumed Leases, together with (to the extent of the sellers interest therein) the buildings, fixtures and improvements located on or attached to the underlying real property, and all rights arising thereunder, and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto, subject to the rights of the applicable landlord (including rights to ownership or use of such property) under such Assumed Leases;
• All Trademarks owned or purported to be owned by seller, including the historical trademark files, and further including any and all of sellers's right, title and interest to the names “Sur La Table”, “SLT” or any derivations thereof, all Intellectual Property Licenses, to the extent included in the Transferred Contracts, and all other Intellectual Property owned by seller, or in which sellerhas any interest or right, which is used in, held for use in, or relating to the Business (including, but not limited to, any e-commerce platform and social media accounts owned, operated, or controlled by the sellers);
• The Transferred Contracts and all rights and benefits thereunder;
• Certain to be agreed upon by the seller, if any, prepaid expenses of sellers;
• All store supplies in the Specified sellersand/or Distribution Center;
• All financial, marketing and business data, pricing and cost information, business and marketing plans and other information, servers, offsite and backup storage, files, correspondence, records, data, plans, reports and recorded knowledge, historical trademark files, in whatever media retained or stored, including computer programs and disks, in each case used in, held for use in, or relating to the business of the Debtors, the Acquired Assets or the Assumed Liabilities, including files in the possession of or under the control of the Debtors;
• All goodwill relating to, arising from or associated with the business of the Debtors or the Acquired Assets;
• All customer data, customer lists, and information related to customer purchases at the Specified Stores or through any e-commerce platform owned, operated, or controlled by the Debtors (excluding from the foregoing any credit card numbers or related customer payment source, social security numbers, or other personally identifiable information the transfer of which would contravene applicable privacy law);
• The Debtors’ telephone, fax numbers and e-mail addresses used at each Specified Store, the Headquarters and the Distribution Center;
• All tangible and intangible assets included in any e-commerce platform owned, operated, or controlled by the Debtors (provided that to the extent any such assets include rights to which the Debtors are entitled pursuant to any contract, such rights shall only be included in the Acquired Assets if such contract is a Transferred Contract);
• All avoidance claims or causes of action arising under sections 544, 547, 548, 549 and 550 of the Bankruptcy Code (or any other provision of the Bankruptcy Code) and any similar state law and (ii) all other claims, causes of action, lawsuits, judgments, privileges, counterclaims, defenses, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind under any laws to the extent arising or related to the Acquired Assets, the Assumed Liabilities or the business of the Debtors;
• All permits issued to, or for the benefit of, the sellersrelating to the operation of the Specified Stores, and all pending applications or filings therefor and renewals thereof;
• All books, records, files and papers of the sellersrelating to the business of the Debtors, the Acquired Assets or the Assumed Liabilities, including customer sales, marketing, advertising, packaging and promotional materials, equipment logs, operating guides and manuals, creative materials, studies, reports, equipment maintenance files, quality control
• reports and procedures, customer complaints and inquiry files, stationary, forms, labels, shipping material, brochures, art work, photographs, studies, reports (including environmental reports), invoices, shipping records, standard forms of documents, customer, vendor, distributor and supplier lists, correspondence, maintenance, service, financial and accounting records, documentation relating to transferred intellectual property, tax records and other similar documents and records (all in the state in which such records and information currently exist) subject to the Debtors’ continued rights to access to same needed to conduct the liquidation of the Closed Stores and fulfil its administrative reporting requirements with the US Bankruptcy Court through it confirmation of a Plan of Liquidation;
• All bank accounts of the sellers (other than an account established for the deposit of the Purchase Price), safety deposit boxes, lock boxes and other cash management accounts (including cash amounts in any accounts but only to the extent against which outstanding bank drafts have been written, and to the amount of such bank drafts) used at each Specified Store, the Headquarters and the Distribution Center prior to the Closing, with any excess cash or cash in transit as of the Closing being the sole property of the Debtor that shall be promptly reconciled and remitted to a separate and distinct bank account of the Debtor which is not being acquired by Stalking Horse Bidder in connection with the Sale Transaction;
• All rights under non-disclosure or confidentiality, non-compete or nonsolicitation agreements with employees and agents of the Debtors or with third parties (including, any non-disclosure or confidentiality, non-compete or non-solicitation agreements entered into in connection with the Auction), in each case, which relate to the business of the Debtors or any of the Acquired Assets or Assumed Liabilities; and
• All tax refunds, credits or other similar benefits (including any interest paid or credited with respect thereto) of or with respect to the Debtors or the Debtors’ business received by the Debtors or Stalking Horse Bidder relating to a period from and after the closing of the Sale Transaction, unless otherwise retained by the Debtors’ bankruptcy estate pursuant to an order by the Bankruptcy Court.