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Assets of Restaurants Business

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Listing Information

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Assets of Restaurants Business



Price: $1,700,000.00


Other Item Info
Item #: cacbke_1838357
Created: 10/13/2020
Category: Business Property > All Assets or Going Concerns > Restaurants
Sale Location: Santa Ana, California
Sale Date: Fri. Oct 30, 2020
Seller Info
Christopher Celentino
Trustee's Attorney
655 W. Broadway Suite 800
San Diego, CA 92101
619-400-0519
Bankruptcy Info
Case #: 8:18-bk-13324
Case Title: Ruby's Franchise Systems, Inc., a California
Court: California Central Bankruptcy Court
Chapter: 11
View Case Docket

See More Documents

Description

Sale of assets of Ruby’s Franchise Systems, Inc (the "Seller" or “RFS”), consist of all of Seller's and the Estate's right, title and interest in and to the following:

  • Those executory contracts (including licenses and franchise agreements) and unexpired leases and other related agreements of the Debtor and/or the Estate (collectively, the "Executory Contracts") as set forth on Schedule 1(a) attached hereto (the "List of Assumed Contracts") and incorporated herein, as such may be amended from time to time, all subject to Section 1(b) below (collectively, the "Assumed Contracts"). Seller has entered into advertising obligations for the benefit of Ruby's Diner franchisees as of the date hereof; Buyer understands that Buyer shall, after Closing, remain obligated on certain franchisee-beneficial advertising commitments solely at Buyer’s expense, as set forth more fully in Schedule 1(a). All government issued permits or operating licenses and related registrations and all pending renewals thereof, if any, relating to the operations of seller as a franchisor of Ruby's Diner franchises and otherwise relating to the Assumed Contracts (collectively, the "Assumed Permits") to the extent assignable or transferable in accordance with the terms and conditions of such permits and/or pending applications therefore or applicable law; provided, however, that the failure to transfer an Assumed Permit shall not represent a condition precedent to Buyer's performance of its obligations hereunder, a breach of this Agreement by Seller, or otherwise permit Buyer to terminate this Agreement;
  • All rights, claims, credits, causes of action, or rights of set off, if any, against third parties relating to the Assumed Contracts, excluding those claims and causes of action set forth in Sections 1(b)(1) and 1(b)(4);
  • Any and all web sites and domain names as may be registered and owned by Seller;
  • All RFS books and records, electronic and otherwise (Trustee may retain copy) as relevant to the Ruby's Diner franchise business (excluding Trustee’s files and records);
  • All marketing material to which Debtor has rights pursuant to the executory contracts, or otherwise;
  • All current assets of the company and current contracts unless expressly rejected by the Buyer, including without limitation prepaid expenses, deposits, and the monies at Closing held in the Systems Ad Fund Account: ends 4392, book balance as of 9/23 of $8929.22, and the Regional Ad Fund Account: ends 4341, book balance as of 9/23 of $25,376; provided, however, that the Seller and Buyer agree that Seller shall retain funds from each such account as may be sufficient to pay for accrued, and not otherwise capable of fee-free cancellation, for any such funds committed to be spent for such purposes by Seller as of the date of the Sale Hearing;
  • Notwithstanding the retention of accounts and accounts receivable due to Seller from franchisees for accrued, unpaid and past due royalties as Excluded Assets hereunder, all accounts and accounts receivable due to Seller from franchisees relating to accrued, past due and unpaid Ad Fees and Regional Ad Fees, minus the twenty-five percent (25%) service fee payable and to be paid to Seller (within 30 days of collection) in regard to collection of said Ad Fee and Regional Ad Fee Accounts by Buyer), and Buyer shall account to Seller quarterly concerning such collections; and
  • All of the Seller’s and Estate’s Rights under the Net Down Agreement and Order thereon (Docket No. 157) that accrue in favor of RFS from and after the Closing Date (with all such rights that have accrued on or before the Closing Date being retained by Seller, including said rights retained to Seller with regard to accounts and accounts receivable owing from Franchisees).

Assets for sale is more described on the attached PDF.


Sale Location

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411 W. Fourth Street
Santa Ana, CA, 92701

Additional Details

  1. Auction and Sale Hearing in "Courtroom 5C" @ 10:00 a.m.
  2. Bid Amount: $1,850,000.00
  3. Bid Increment: $25,000.00
  4. Bid Deposit: $150,000.00
  5. Bid Deadline: October 20, 2020
  6. Last date to respond: 14 days prior to the sale hearing


Other Information

Terms and Conditions:

See Attached.


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