Assets of Specialty Gift Retail Stores Business

Sale of substantially all of assets of The Paper Store, LLC, including all of the direct or indirect, right, title and interest of Seller in, to and under the tangible and intangible assets (including goodwill), properties, rights, going concern value of the Seller, including, without, limitation, the following assets:

• Accounts Receivable;
• Assumed Contracts;
• Prepaid Expenses;
• Purchased Inventory;
• Intellectual Property (the “Transferred Intellectual Property”);
• all automobiles, trucks, tractors, and trailers described on Schedule 2.1;
• Assumed Permits;
• Assumed Furnishings and Equipment;
• Causes of Action;
• Records;
• All cash on hand and cash in registers (wherever located, but excluding cash in deposit accounts);
• Cash in deposit accounts upon the Closing Date representing the amount of the Inventory Adjustment payable to the Buyer, if any, subject only to payment of the amounts to be paid in accordance with the Cash Collateral Budget set forth in the Cash Collateral Order;
• All goodwill associated with the Business or the Purchased Assets;
• Insurance proceeds received by Seller following the Closing Date (or that are received prior to the Closing and that were specifically paid in respect of losses incurred in respect of any individual Purchased Assets acquired by Buyer hereunder) with respect to any Purchased Assets which are not in respect of any Excluded Liabilities or Excluded Assets;
• All customer data, customer lists, and information related to customer purchases at the stores or through the E-Commerce Platform or any similar e-commerce platform owned, operated, or controlled by Seller (excluding from the foregoing any credit card numbers or related customer payment source or social security numbers) to the extent allowable by law;
• All tangible and intangible assets included in the E-Commerce Platform or any similar e-commerce platform owned, operated or controlled by Seller (provided, that to the extent any such assets include rights to which Seller is entitled pursuant to any Contract, such rights shall only be included in the Purchased Assets if such Contract is an Assumed Contract);
• Royalty payments and licensing receivables generated by the Business whether attributable to the period prior to the Closing, or the period from and after the Closing, in each case to the extent paid following Closing;
• All prepaid expenses of Seller, including deposits, security deposits, merchant deposits, prepaid rent and prepaid expenses (in each case other than pursuant to any Contract which is not an Assumed Contract or any Lease);
• All tangible assets (including all furniture, fixtures, equipment and computer servers) located at Seller’s property (including warehouses and corporate offices) relating to the Business; and
• To the extent transferable, all rights of Seller under or pursuant to all warranties, representations, and guarantees made by suppliers, manufacturers, and contractors to the extent relating to the Business or any of the Purchased Assets, or any services provided to Seller in connection with the Business or the Purchased Assets, or to the extent otherwise affecting any Purchased Assets, other than any warranties, representations, and guarantees pertaining exclusively to any Excluded Assets.

Assets is more described on the attached PDF.