Digital Marketing Solutions Company in Georgia

Sale of substantially all of assets of the RentPath Holdings, Inc., et al., which includes:

• All Furnishings and Equipment;
• The Leases set forth on Schedule 1.01 under the heading “Assumed Leases”, other than those leases that expire or that are terminated prior to Closing (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 all rights arising therefrom, 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 the Assumed Leases, subject to the approval of the Bankruptcy Court of the assignment and assumption thereof;
• All accounts or notes (if such exist) receivable, and any security, claim, remedy or right related to any of the foregoing, if applicable;
• All rights under those Contracts set forth on Schedule 1.01 under the heading “Transferred Contracts”, other than those Contracts that expire or that are terminated prior to the Closing (such Contracts, together with the Assumed Leases, the “Transferred Contracts”), subject to the approval of the Bankruptcy Court of the assignment and assumption thereof;
• All deposits, including customer deposits and security deposits for rent, electricity, telephone or otherwise, and prepaid charges, expenses, advance payments, claims, refunds, rights of recovery, rights of set-off, rights of recoupment, charges, sums and fees (other than any deposits, prepaid charges, expenses, advance payments, claims, refunds, rights of recovery, rights of set-off, rights of recoupment, charges, sums and fees paid to the extent relating to any Excluded Assets and adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code), including rebates, payments, reimbursements or refunds to the extent relating to Taxes that are not Excluded Taxes;
• All of the Seller Intellectual Property;
• All documents and information that are related to the Business, including documents and information relating to products, services, marketing, advertising, promotional materials, Seller Intellectual Property, personnel files for Transferred Employees and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, all Tax Returns and other Tax records of Reorganized RentPath, but excluding (i) personnel files for Employees who are not Transferred Employees, Such files as may be required under applicable Law regarding privacy and (iii) any documents to the extent related to or required to realize the benefits of any Excluded Assets; provided, that Sellers shall have continued access to such documents as are necessary to administer the Bankruptcy Case and Sellers may retain copies of any documents as necessary;
• All warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to the Sellers or to the extent affecting any Acquired Assets, to the extent assignable, other than any warranties, representations and guarantees to the extent pertaining to any Excluded Assets or rights and defenses to the extent pertaining to any Excluded Liabilities;
• All Permits of the Sellers Related to the Business and assignable to the Buyer under applicable Law (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit, if such consent or approval is required), (x) including the licenses set forth on Schedule 1.01 under the heading “Licenses” and (y) excluding the Permits listed on Schedule 1.01 under the heading “Excluded Permits”;
• All goodwill and other intangible assets associated with the Business, including customer and supplier lists and the goodwill associated with the Marks included in the Seller Intellectual Property;
• Those items set forth on Schedule 1.01 under the heading “Acquired Assets”;
• All avoidance, fraudulent transfer, preference, or similar claims, causes of action, rights, or proceedings of any Seller (including, under chapter 5 of the Bankruptcy Code, the Uniform Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act) enacted by any state, or any other similar state or Federal law against any contract counterparties to Transferred Contracts and vendors solely to the extent related or attributable to the Acquired Assets (including any Transferred Contracts); and
• To the extent transferable, all insurance policies and binders (including all director and officer insurance policies and any tail insurance policies), as well as all related insurance benefits, including rights and proceeds, arising from or relating to the Business, the Acquired Assets or the Assumed Liabilities, but excluding (x) claims pending under any insurance policies to the extent relating to any Excluded Assets and (y) any directors and officers insurance policies (including tail policies).