Women Maternity Apparel Business in New Jersey

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

• Subject to Section 1.7, all Contracts to which any Seller is a party and which are listed on Schedule 1.2(a) (the “Assigned Contracts”);
• 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;
• All tangible assets of the Sellers, including the tangible assets of the Sellers on order to be delivered to any Seller that are related primarily to the E-Commerce Platform (the “Acquired Furnishings and Equipment”);
• 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 counterparties 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 necessary for operation or use of the Acquired Assets, and all pending applications therefor;
• All Intellectual Property, 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 Property licensed to any Seller (collectively, the “Transferred Company Intellectual Property”), which shall specifically include, for the avoidance of doubt, all of Sellers’ right, title and interest in and to Intellectual Property embodied in prototypes, product samples, archived products and designs and third-party products used in the business conducted by the Sellers as design inspiration or direction, and all media, photographs, videos, audios, digital content, research and development files, and advertising, marketing and promotional materials and surveys created for or in the possession of the Sellers or their Affiliates;
• All computer, information technology and data processing systems, facilities, and services used by or for or in connection with the E-Commerce Platform, including all software, hardware, networks, communications facilities, platforms, and related systems and services; provided that to the extent any of the Sellers’ right, title, and interest in and to any of the assets contemplated by this clause (g) are governed by any Contract, such right, title and interest shall transfer only if such Contract is an Assigned Contract;
• Financial, marketing and business data, pricing and cost information, business and marketing plans and other information, files, correspondence, records, data, plans, reports and recorded knowledge, historical trademark files, prosecution files of the Sellers in whatever media retained or stored, including computer programs and disks, in each case solely to the extent related to the Acquired Assets or the Assumed Liabilities, including files in the possession of Sellers;
• All goodwill associated with the Business or the Acquired Assets;
• Insurance proceeds received by Sellers and insurance awards received by Sellers with respect to any of the Acquired Assets after the Closing Date;
• All right of publicity and all similar rights, including, all commercial merchandising rights;
• All payment intangibles and general intangible assets and rights of the Sellers related to the assets described in subsections (a) – (k) of this Section 1.2.

Assets for sale is more described on the attached PDF.