Assets of Restaurants Business

Sale of assets of Eat Here Brands LLC and Babalu Atlanta #1 LLC, including all of each Seller’s respective right, title and interest as of the Closing Date in and to the following assets and properties used primarily by Sellers in connection with the operation of the Acquired Restaurants, other than any Excluded Assets (such assets and properties described below, other than the Excluded Assets, are collectively referred to herein as the “Purchased Assets”):

• All Furniture and Equipment;
• All Inventory that is located at (or in transit to) any of the Acquired Restaurants as of the Closing Date, other than the Liquor Inventory in jurisdictions where the Legal Requirements do not permit Purchaser to take title to liquor inventories in general or do not permit Purchaser to take title to liquor inventories until Purchaser obtains the requisite Liquor License
• Approvals from the relevant Governmental Body; provided, however, Sellers shall transfer, assign, convey and deliver to Purchaser such the Liquor Inventory in each instance upon issuance of the relevant Liquor License Approval or other authorization from the relevant Governmental Body (whichever occurs first), and all rights of Sellers to take delivery of any the Liquor Inventory ordered by Sellers before the Closing Date for delivery to any of the Acquired Restaurants, which the Liquor Inventory has not been delivered as of the Closing Date;
• All Restaurant Petty Cash;
• All Large Party Deposits identified on Schedule 1.1(d) hereto;
• All Intangible Property Assets, including, but not limited to, those identified on Schedule 1.1(e) hereto;
• Any interest of Sellers under the Restaurant Leases and the Other Contracts
• That are described on Schedule 1.1(f) hereto, (ii) for which Purchaser has paid the Cure Costs in accordance with Section 2.5, (iii) that are unexpired as of the Closing Date and (iv) that have not been rejected (or are the subject of a notice of rejection or a pending rejection motion) by any Seller (collectively, the “Purchased Contracts”), including, without limitation, credits, deposits and prepaid amounts of Sellers with respect to the Purchased Contracts as of the Closing Date subject to the provisions of Section 2.8 hereof;
• To the extent transferable and assignable, all of Sellers’ interest in those Business Permits and all Liquor Licenses held by Sellers that are described on Schedule 1.1(g) hereto, in each case to the extent transferable, other than alcohol Business Permits (including Liquor Licenses) in jurisdictions where Legal Requirements not permit Purchaser to take title to such Business Permits until it obtains the requisite approvals from the pertinent Governmental Body; Sellers shall transfer, assign convey and deliver to Purchaser such Business Permits in each instance only upon issuance of the requisite approvals from the relevant Governmental Body;
• All Receivables;
• All books, records, files and papers of Sellers relating to the Business or the Purchased Assets, copies of which may be retained by Sellers, including equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence, financial and accounting records, Tax records and other similar documents and records (all in the state in which such records and information currently exist) and all computers and other storage devices of the Sellers, wherever located, upon which such information resides (collectively, “Documents”) provided, however, for the avoidance of all doubt, the following items shall not be deemed “Documents,” but rather as Excluded Assets for all purposes hereof: (x) any such records that are prohibited for being transferred to Purchaser due to federal or state privacy laws or other Legal Requirements; (y) any other of the foregoing which are subject to attorneyclient or any other privilege; and (z) books, records, files or papers that are minute books or other general corporate records, provided that Sellers shall, upon Purchaser’s reasonable request therefor, provide copies of the items described in this clause (z) to Purchaser to the extent permitted by applicable Legal Requirements);
• To the extent transferable, all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold or services provided to any of Sellers with respect to the Acquired Restaurants or to the extent affecting any Purchased Assets or Purchased Contracts, other than any warranties, representations and guarantees pertaining to any Excluded Asset;
• All rights, to the extent assignable, under any agreements in favor of any of Sellers or for the benefit of any of Sellers with current or former employees, contractors or third parties, with respect to confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenants, regardless of whether any such Person accepts an offer of employment from Purchaser, continues to perform services for Purchaser, or submits a bid for all or any portion of the Purchased Assets, in each case to the extent such agreement constitutes a Purchased Contract;
• All Intellectual Property Assets owned by Sellers relating primarily to the Purchased Assets, including the Intellectual Property Assets set forth on Schedule 1.1(l) (the“Purchased Intellectual Property”); and
• Subject to the provisions of Section 2.8 below, all Claims for deposits and other prepaid amounts under any of the Purchased Contracts or held by any Utilities or trade vendors relating to any of the Acquired Restaurants; provided, however, any adequate assurance deposits paid to the provider of any Utilities or held by Sellers shall be Excluded Assets for purposes of this Agreement.