Women Maternity Apparel Business in New Jersey

Sale of substantially all of assets of the Destination Maternity Corporation, including the following assets of the Sellers:

• All Contracts to which any Seller is a par1y, including the Contracts listed on Schedule 1.1(a) and all purchase orders, to the extent assignable under applicable Law (the "Assigned Contracts");
• All accounts receivable, negotiable instruments and chattel paper owing from Persons that are not Sellers;
• All Documents, including (i) all data owned or controlled (meaning any data Sellers have the ability to transfer in compliance with applicable Law) by any of the Sellers and contained in Sellers' IT systems, data centers or databases stored by third parties on behalf of Sellers or otherwise collected, accessed, acquired, stored, protected, used, re-used or otherwise processed by or on behalf of a Seller to the extent the sale or transfer of such data is not in contravention with applicable Law or any of any Seller's applicable privacy policies or contractual restrictions, and (ii) Customer Data to the extent the sale or transfer of such Customer Data is not in contravention with applicable Law or any of any Seller's applicable privacy policies or contractual restrictions;
• The Leased Real Property listed on Schedule 1.1(d) (the "Acquired Leased Real Property"), including any Leasehold Improvements and all permanent fixtures, improvements, and appurtenances thereto;
• All tangible assets (including Equipment and machinery) of the Sellers, including the tangible assets of the Sellers located at any Acquired Leased Real Property and any tangible assets on order to be delivered to any Seller;
• All demands, allowances, refunds (other than Tax refunds or Tax attributes), rebates (including any vendor or supplier rebates), rights (including under or with respect to express or implied guarantees, warranties, representations, covenants and indemnities), claims, counterclaims, defenses, credits, causes of action, rights of set off, rights of recovery or rights of recoupment (in each case, other than against any Seller) relating to or arising against suppliers, vendors, merchants, manufacturers and counterpafiies to leases, licenses or any Assigned Contract, in each case arising out of or relating to events occurring from and after the Closing Date with respect to any of the Acquired Assets or Assumed Liabilities;
• To the extent transferable under applicable Law, all of the rights, interests and benefits accruing under all Permits, and all pending applications therefor;
• All shares of capital stock or other equity interests of each Non-Debtor Subsidiary or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests;
• Each Assumed Benefit Plan and all right, title and interest in any assets thereof or relating thereto;
• All Intellectual Properly, all rights to collect royalties and proceeds in connection therewith with respect to the period from and after the Closing, all rights to sue and recover for past, present and future infringements, dilutions, misappropriations of, or other conflicts with, such Intellectual Property and any and all corresponding rights that, now or hereafter, may be secured throughout the world, including any Intellectual Properly licensed to any Seller (collectively, the "Transferred Company Intellectual Property");
• All goodwill, payment intangibles and general intangible assets and rights of the Sellers; and
• All Inventory of the Sellers.