Assets of Oregon Grocery Store

Sale of assets of 4 Him Food Group, LLC which includes:

1. the Real Property identified on Schedule 2.1(a), together with all (i) buildings, structures, and improvements located on such premises, (ii) rights of and appurtenances to such premises, including all water, water rights and easements that benefit said premises, (iii) oil, gas and other mineral rights interests Seller has in such premises, and (iv) all and singular, the estates, rights, privileges, easements, entitlements, and appurtenances belonging or in any way appertaining to the Real Property and its improvements;
2. all Intellectual Property Assets;
3. all fixed or tangible property of the Seller including, without limitation, any and all fixtures, fixed assets, vehicles, furniture, furnishings, equipment, computers and related software and manuals (“Equipment”);
4. all raw materials, finished goods, work in progress, packaging, supplies, ingredients and other inventories (“Inventory”);
5. those Contracts set forth on Schedule 2.1(e) (the “Assigned Contracts”);
6. all accounts receivable of Seller for sales of inventory by Seller not more than 60 days prior to the Closing;
7. all marketing, promotional, and merchandising materials related to the Business;
8. all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
9. all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
10. all Permits, accreditations, qualifications or similar rights to the extent that they are assignable, including, without limitation, those related to the Real Property and those set forth on Section 4.15(b) of the Disclosure Schedules;
11. all goodwill related to the Business; and
12. all information, books and records relating to the Business, including without limitation, all records, accounting or other books and records of the Business, files, papers, and files, telephone numbers, customer, supplier, price and contact lists, other customer information, vendor information, marketing/buyer group information, sales, leasing and purchase correspondence, ALTA survey, Hazardous Materials reports and studies and all other information regarding Hazardous Materials, all information regarding litigation and governmental action regarding the Real Property, a copy of all land use applications, permits, approvals, plats, engineering work, books of account, sales records, and financial and employment records, data, plans, reports and recorded knowledge relating to the Business in whatever media retained or stores, including, without limitation, computer software (collectively, the “Books and Records”).