Assets of Restaurant Holding Company

Sale of assets of PGHC Holdings, Inc. which includes:

1. all rights of Sellers under the executory contracts and unexpired leases of Sellers that are set forth on Schedule 2.1(a)(i) (collectively, the “Assumed Contracts”); provided, however, notwithstanding any other provision of the Agreement, (i) the term Assumed Contracts shall include all Post-Petition Contracts as set forth on Schedule 2.1(a)(ii); and (ii) Purchaser may add or delete any Assumed Contracts set forth on Schedules 2.1(a)(i) and 2.1(a)(ii) until five (5) Business Days before the Approval Hearing and shall promptly notify Sellers of any such addition or deletion;
2. all inventory of any kind and nature, including raw materials, food ingredients, supplies, work-in-process, packaging materials and other materials in the inventory of the Business and any commissary;
3. all Accounts Receivable;
4. all tangible personal property (including all equipment set forth on Schedule 2.1(d)(i) owned by Sellers on the Closing Date), including all merchandise, memorabilia, smallwares, food and beverage items, samples, televisions, machinery, equipment, tools, vehicles, computers, mobile phones, personal digital assistants, computer equipment, hardware, peripherals, information technology infrastructure, telephone systems, furniture, fixtures, furnishings, office supplies, production supplies, spare parts, shipping and packaging materials, storeroom contents, consumables, raw materials, other miscellaneous supplies, and other tangible personal property of any kind owned by Sellers (including any of the foregoing property that is subject to a capital lease, but only to the extent that Purchaser assumes such capital lease as an Assumed Contract) wherever located, including all such items which are located in any building, warehouse, office or other space leased, owned or occupied by Sellers or any other space where Sellers’ properties or any other assets may be situated;
5. all rights of Sellers in or under the Assumed Contracts, including all pre-payments, deposits and refunds thereunder and any assets maintained pursuant thereto or in connection therewith;
6. all Permits set forth on Schedule 2.1(f) to the extent the same may be assigned consistent with their terms;
7. all Intellectual Property Rights, including the items set forth on Schedule 2.1(g); provided that Purchaser may add or delete the
8. Intellectual Property Rights set forth on Schedule 2.1(g) after the Petition Date but within five (5) Business Days before the Approval Hearing and shall promptly notify Sellers of any such addition or deletion;
9. all cars, trucks, forklifts, other industrial vehicles and other motor vehicles set forth on Schedule 2.1(h);
10. all past, present and future claims, asserted or unasserted, contingent or fixed, known or unknown, against third parties (but no liabilities arising therefrom) related to any warranties, representations, patent infringements and licensing agreements arising out of the operation of the Purchased Assets and the right to collect damages therefrom;
11. all warranties and guarantees related to the Purchased Assets, to the extent assignable, including warranties and guarantees made by suppliers, manufacturers and contractors under the Purchased Assets, and claims against suppliers and other third parties in connection with the Assumed Contracts;
12. all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Sellers or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof);
13. all rights of Sellers under or pursuant to the franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, area development agreements, market development agreements, reserved area agreements or other arrangements with franchisees and/or licensees, including all associated guaranties, subleases, lease options and amendments thereto, that are specifically set forth on Schedule 2.1(a)(i) (collectively referred to as the “Assigned Franchise Agreements,” it being understood that all of Sellers’ agreements described in Section 2.1(l) are set forth on Schedule 2.1(l) and shall be referred to herein as the “Franchise Agreements”);
14. all books, records, files and papers of Sellers relating solely to the Business or the Purchased Assets, including supplier lists, vendor files, equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence, financial and accounting records, personnel files for Transferred Employees, Tax records and other similar documents and records (all in the state in which such records and information currently exist), provided that Sellers shall be entitled to retain copies of such books, records, files and papers;
15. all artwork and other graphic media used in connection with the Purchased Assets in the manufacture of products for Sellers’ past and present customers;
16. except as set forth on Schedules 2.2(b) and (l), all utility deposits, security deposits, deposits held by parties to the Assumed Contracts, deposits held by vendors or trade creditors, and other deposits of any kind or nature whatsoever (including, without limitation, deposits from franchisees or retainers with service providers or otherwise);
17. any advertising funds of Sellers held on account plus control over advertising funds held by Sellers on behalf of franchisees in each case net of accounts payable and other expenses required to be paid related to such advertising funds;
18. the designation rights described under Section 2.5(b); and
19. all goodwill directly arising from, related to or resulting from the Business.