Assets of Restaurants Business

Sale of substantially all of assets of the Cafe Holdings Corp., et al., which includes:

• All Inventory;
• The Furnishings and Equipment;
• All Intellectual Property related to or used in connection with the Business;
• All prepaid expenses, advance payments, credits, deposits and bonds;
• All of Sellers' cash and Cash Equivalents, provided, that, to the extent any Carve-Out (as defined under the DIP Facility) amounts or other Accrued Administrative Expenses have not been funded as of the Closing Date, Sellers shall retain an amount of cash and Cash Equivalents equal to the unfunded portion of the Carve-Out or Accrued Administrative Expenses;
• All promotional merchandise, marketing materials, including signage;
• All automobiles, trucks, tractors, and trailers used or held for use in the Business set forth on Section 1.1(b) of the Disclosure Schedule;
• The Assumed Leases, together with (to the extent of the Sellers' interest therein) the buildings, fixtures and improvements located on or attached to such real property, and (to the maximum extent transferable and permitted by the Bankruptcy Code) all rights arising therefrom (including all options and rights of first refusal) 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 Transferred Contracts (other than the Assumed Leases, which are included as Acquired Assets pursuant to clause (h) above), the rights and benefits accruing thereunder and to the extent in the possession or control of any Seller, all material documents related thereto;
• All books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data, and all other files, documents, instruments, papers, computer files, information and books and records of Sellers in any media primarily relating to the Acquired Assets (collectively, the "Files and Records"^:
• To the extent assignable under applicable Law, any customer data used and/or collected by the Business, including information collected in connection with any catering business conducted at the Restaurants;
• To the extent requested by Buyer and solely to the extent assignable to Buyer under applicable Law, all Permits held, used or intended to be used by Sellers in connection with the Business, including all beer, wine, spirits, and liquor licenses and similar Permits, and all of the rights and benefits accruing thereunder;
• All rights to refunds of Taxes;
• Any rights, demands, claims, net operating losses of any Seller, causes of action (including Avoidance Actions), prepayments, refunds, rights of recovery, credits, allowances, rebates, or rights of setoff or subrogation and other claims of Sellers or their Affiliates against any Person, Buyer or any of their respective Affiliates (collectively, "Transferred Causes of Action") arising out of or relating to any of the Acquired Assets, including any rights against third parties under Transferred Contracts;
• All Accounts Receivable;
• All rights, title and interest of Sellers in and to any property subject to a Personal Property Lease that is used in or held for use in the Business, to the extent any such Personal Property Lease is a Transferred Contract;
• Copies of organizational documents, including copies of any qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates, and other documents relating to any Person that is not an Acquired Asset; (ii) books and records in any media related to (A) Taxes paid or payable by Sellers (including all Taxes that constitute Excluded Liabilities), (B) any Liabilities not included in Assumed Liabilities, or (C) any obligations that arise among each Seller via their business and legal relationships; and (iii) except as otherwise provided in this Agreement, any Tax refund, deposit, prepayment, credit, attribute, or other Tax asset of or with respect to any Seller;
• To the extent transferable, all rights of Sellers under or pursuant to all indemnities, warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent primarily relating to the Business or any of the Acquired Assets, or any services provided to Sellers primarily in connection with the Business or the Acquired Assets, or to the extent otherwise primarily affecting any Acquired Assets, other than any warranties, representations and guarantees pertaining exclusively to any Excluded Assets;
• All Avoidance Actions; and
• All proceeds received from a sale of any Permit relating to the Business after the Closing.