Assets of Retail Mattress Stores Business

Sale of assets of Innovative Mattress Solutions, LLC., including all of the properties, assets, rights and interests of the Sellers (excluding the Excluded Assets), including the following:

• The Receivables;
• The Inventory;
• All cash, cash equivalents, restricted cash and negotiable instruments of the Sellers (including those in the bank accounts of the Sellers set forth on Schedule 2.1(v));
• All deposits, advance payments and prepaid and deferred payments, including any security deposits, prepaid rentals, and unbilled charges, fees and deposits of the Sellers on the Closing Date, but excluding any security deposits, prepaid rentals, and unbilled charges, fees and deposits related exclusively to Excluded Assets;
• The Equipment;
• The Owned Intellectual Property (including, without limitation, all goodwill associated with or symbolized by the Business, and, as of the Closing, the Purchased Intellectual Property);
• The Purchased Contracts, including, without limitation, the Real Property Leases (“Purchased Real Property Leases”) set forth under the heading “Leases” on Schedule 2.5(a)(i) hereto, and any Avoidance Actions related to or arising from such Purchased Contract;
• All Documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including Documents relating to Products, services, marketing, badvertising, promotional materials, Software, Owned Intellectual Property and Purchased Intellectual Property (including, without limitation, all prosecution and opposition files and dockets, registration certificates, litigation files and related opinions of counsel and correspondence relating thereto), supplier lists, customer lists, records, literature, correspondence and financial and tax records (and all Intellectual Property rights therein), including all Tax Returns relating to the Business or the Purchased Assets and any related work papers, but excluding such files as may not be transferred under applicable Law, including, without limitation, laws regarding confidentiality and privacy; provided, however, that, following the Closing, Purchaser shall provide the Sellers copies of or continued access to all Documents as are necessary to administer the Bankruptcy Cases and respond to and defend any Legal Proceeding;
• All Permits, to the extent assignable or transferable, used by the Sellers in connection with the Purchased Assets (“Purchased Permits”), including those set forth on Schedule 2.1(i) hereto, provided that the cost of any such assignment shall be borne by Purchaser;
• To the extent assignable, all rights of the Sellers under non-disclosure or confidentiality, non-compete, non-solicitation or similar agreements with any Employees and agents of the Sellers or with third parties, other than any such rights of the Sellers to the extent pertaining exclusively to any Excluded Assets;
• To the extent assignable, all rights of the Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the Sellers, other than any warranties, representations and guarantees to the extent pertaining exclusively to any Excluded Assets;
• All goodwill and other intangible assets of the Sellers;
• To the extent not prohibited by applicable Law, all personnel files and employment records of the Transferred Employees (including, without limitation, I-9 forms and attachments);
• Subject to section 363(b)(1)(A) of the Bankruptcy Code, all rights to the telephone and facsimile numbers and email addresses used by the Sellers, as well as rights to receive mail and other communications addressed to the Sellers (including mail and communications from customers, suppliers, distributors and agents), other than any telephone and facsimile numbers for employees who will remain employees of the Sellers following the Closing;
• To the extent transferable, all unexpired warranties, indemnities, or guaranties from any third party of the Sellers, including any such item of real property, personal property or equipment;
• To the extent transferable and to the extent primarily related to the Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets;
• Any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets;
• Any amount received by any Seller pursuant to Section 5.3(b) of the DIP Facility Agreement;
• Any amounts withheld by any Seller in respect of employee-side payroll or employment Taxes on or prior to the Closing Date, to the extent Sellers have not properly deposited such amounts with an applicable Tax Authority on or prior to the Closing Date,
• Any claim, right or interest in or to any refund, rebate, abatement, credit or recovery of any Taxes, or similar benefits, with respect to the Business or the Purchased Assets, together with interest thereon and any refund of any penalties in respect thereof;
• All Owned Real Property and all rights, privileges, servitudes and appurtenances thereunto belonging; and
• All bank accounts of the Sellers set forth on Schedule 2.1(v).