Restaurant Business in New York

Auction Sale of substantially all of assets of the DaDong Catering LLC, including, without limitation, all rights, title, and interests in and to all of the properties and assets of every kind and description of the seller, whether personal, tangible or intangible, and wherever located, including the following (which shall collectively be referred to as the "Assets"):

• All remaining inventory as of the Closing Date, including all finished goods, work in process and raw materials;
• All of the rights of the seller under all Contracts to which the seller is a party, by which the seller or any of the Assets is bound or affected or pursuant to which the seller is a beneficiary, including any rights the seller may have under nondisclosure, confidentiality, non-solicitation, non-competition, and similar agreements to the extent such Contracts are assumed (collectively, the "Contracts"); provided, however that if any Contract is recharacterized by a Final Order as a secured financing, then the real property or personal property that is subject to such Contract shall be a purchased asset;
• All machinery, equipment, furniture, fixtures, and other items of tangible personal property;
• All intellectual property;
• all goodwill of the seller;
• To the extent transferable under applicable law, all governmental authorizations held by the seller;
• To the extent transferable under applicable law, all books, records, files and papers, including all advertising materials, client and customer lists, supplier and vendor lists, purchase orders, sales and purchase invoices, production reports, personnel and employment records, and financial and accounting records other than the corporate books and records of the seller; and
• All surveys, plans, specifications, engineering studies, marketing studies and similar items with respect to the seller's business.