Golf Course Business in Georgia

Auction Sale of assets relating to the Wolf Creek Golf Club of Westwind Manor Resort Association, Inc. and Warrior ATV Golf, LLC. The Wolf Creek Golf Club is located in Atlanta, Georgia. Built in 2001, the Wolf Creek Golf Club has an 18-hole regulation length golf course as well as a 3,000 square feet clubhouse (built in 2009) that includes a retail area, a customer sitting area, two offices, a storage room and an area for basic food preparation. The sale assets more described as below:

• Real Property: Real property located at 3000 Union Road SW, Atlanta, Georgia, and more described in Exhibit A on the attached PDF;
• Personal Property: All equipment, machinery, tools, appliances, furnishings, furniture, fixtures, trade fixtures, goods held for resale, pro shop inventory, food and beverage inventory, fertilizer and pesticide inventory, supplies, telephone and computer equipment and other items of tangible personal property located on the Land, in the Improvements, or used in connection with the business of owning, operating, maintaining and/or managing the Golf Course (collectively the “Personal Property”).
• Assumed Contracts: All of Seller’s right, title and interest in, to and under those contracts relating to the operation, maintenance and/or management of the Real Property and the Personal Property set forth in Exhibit B-1, attached hereto and incorporated herein by reference (the “Assumed Contracts”).
• Permits: All of Seller’s right, title and interest in, to and under all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Golf Course or the business of owning, operating, maintaining and/or managing the Golf Course that are capable of being transferred without the prior consent or approval of any governmental authority.
• Intangibles: All intangible personal property not otherwise described herein relating to the Real Property and the Personal Property or the business of owning, operating, maintaining and/or managing the Golf Course, including, but not limited to, (a) all warranties in favor of Seller with respect to the Real Property and the Personal Property; (b) the telephone numbers, facsimile numbers, domain names and any e-mail addresses and metatag rights relating to such domain name for the Club; (d) all goodwill relating to the business of owning, operating, maintaining and managing the Real Property and the Personal Property; (e) all advertising campaigns and marketing or promotional materials relating to the Club Facilities; (f) all artwork, photographs and other intellectual property utilized in conjunction with the ownership, operation and/or management of the Club Facilities; (g) all internet sites relating to the Club; and (h) all changes, additions, substitutions and replacements for any of the forgoing;
• Entitlements: All of Seller’s right, title and interest in, to and under all land use entitlements, development rights, water allocations, water rights, sewer capacity, density allocations and other rights or approvals relating to or authorizing the ownership, development, and/or operation of the Real Property; all plans and specifications, all contract rights (including any and all guarantees and warranties relating to the construction of any Improvements); all development and land use rights, applications, architectural and engineering plans and reports, specifications and drawings, as-built drawings, maps; all items constituting any due diligence materials; and any documents of the same or similar nature pertaining to the Real Property; and all changes, additions, substitutions and replacements for any of the foregoing.
• Trade Names and Trademarks: Any and all rights of Seller in and to the trade name “The Wolf Creek Golf Course” and any and all derivatives and forms thereof, together with all trademarks, service marks, logos, fictitious business names and other intellectual property registrations or filings with regard to the foregoing.
• Books and Records: Any documents and records in the Seller’s possession directly related to the Transferred Assets; provided, however, that the Purchaser shall make the documents and records available to the Seller upon reasonable request in order to allow the Seller to fulfill its duties as debtor in possession in the bankruptcy case.
• Insurance Claims or Proceeds: Subject to the terms of this Agreement, any insurance claims or insurance proceeds for damages caused to or the replacement cost or repair cost of any of the Transferred Assets.