Common use of Assets of Seller to be Transferred to Buyer Clause in Contracts

Assets of Seller to be Transferred to Buyer. At the Closing, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from Seller all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, which relate to, or are used or held for use in connection with the Business, excluding the Excluded Assets, but including the following: (a) all of the tangible and personal properties, including furniture, fixtures, supplies (including consumable supplies accessories), materials, vehicles, machinery, equipment (including office and retail), security systems (including alarms, cameras, screens, DVRs, and any motion detectors), computer hardware, appliances, sign inserts, HVAC, sound and lighting and telephone systems, and other personal property of whatever kind and nature owned or leased by Seller, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto (collectively, “Tangible Personal Property”); (b) all of Seller’s inventory, which shall include non-expired, merchantable quality marijuana products, such as marijuana flower, trim, concentrate or infused product (the “Marijuana Inventory”), in the targeted amounts and quantities and in accordance with the calculation methodology described on Schedule B (the “Target Marijuana Inventory Amount”); (c) all Contracts set forth on Schedule 2.1(c) and Material Contracts (collectively, the “Assigned Contracts”), and any such Assigned Contracts which are not assignable at Closing will be governed by Section 3.10; (d) leasehold interests in all of the real property leased or otherwise used or occupied by Seller, including the leased real property described on Schedule 2.1(d), including all improvements and fixtures thereon and all rights and easements appurtenant thereto; (e) all lists of suppliers and any and all of books, records, papers, files, memoranda, standard operating procedures, and other documents relating to or compiled which relate to, or are used or held for use in connection with, the Business or as required by any applicable Law, including all files, logs, programming information and studies, technical information and engineering data, blueprints, news and advertising studies or consulting reports, current and former customer, client, supplier and advertiser lists, sales and audience data, credit and sales reports, sales correspondence, promotional literature, quality control records and manuals, litigation and regulatory files, Tax Returns for Property Taxes of Seller and all other books, electronic data, including current and historical electronic data (in its existing format) relating to historical financing information where located, and further including all personnel files with respect to all Hired Employees; (f) all of the intangible rights and property of Seller, including (i) any IP exploited by, held for exploitation by, owned (in whole or in part), purported to be owned (in whole or in part) by or licensed to Seller (“Seller’s IP”), and (ii) going concern value and goodwill of the Business; (g) all websites, social media accounts, mobile applications and telephone, telecopy and email addresses and listings which relate to, or are used or held for use in connection with, the Business; (h) all Personally Identifiable Information collected, held, owned or controlled by Seller; (i) all customer lists, marketing lists databases, and customer relationships which relate to, or are used or held for use in connection with, the Business and the goodwill associated therewith; (j) the Regulatory Licenses, to the extent transferable, which relate to, or are used or held for use in connection with, the Business and which Seller has the right to transfer and convey (together with copies of all past and pending government filings); (k) all claims or causes of action against third parties; (l) all management and other information technology systems, databases, computer software (including source code), disks and similar assets which are owned or licensed by, or otherwise made available by Contract to, Seller which relate to, or are used or held for use in connection with, the Business; (m) all current assets to the extent accounted for in the calculation of Net Working Capital; (n) all refunds and rebates with respect to the Business (other than Tax refunds attributable to any Pre-Closing Tax Period); and (o) those certain other items listed or otherwise described on Schedule 2.1(o). All of the items set forth in this Section 2.1, and the goodwill associated therewith, are collectively referred to as the “Purchased Assets.” Schedule 2.1(a) provides an illustrative, non-exclusive list of all furniture, fixtures, equipment, supplies, and inventory included within the Purchased Assets.

Assets of Seller to be Transferred to Buyer. At On the ClosingClosing Date (as defined in Article VI hereof), and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign transfer and deliverassign, or cause to be sold, conveyed, transferred, transferred and assigned and delivered to Buyer, free and clear of all Encumbrances, and Buyer shall purchaseacquire all of the assets of the Seller, acquire including but not limited to, the following assets (the "Purchased Assets"): (i) all furniture, fixtures, equipment, appliances, machinery, computer hardware and accept from peripherals, computer software, sound equipment, audio speakers, lighting fixtures, cash registers, video equipment, lockers and other personal property of whatever nature owned or leased by Seller in connection with the operation of Buns & Roses, including but not limited to those items more fully described on Exhibit 1.1(i) of this Agreement (the "Personal Property"); (ii) all of Seller’s 's inventory of supplies, accessories and any and all other items of personal property of whatever nature, sold by the Seller in the operation of Buns & Roses (the "Inventory"), as more fully described in Exhibit 1.1(ii); (iii) all supplies (other than Inventory) and other "consumable supplies" used in connection with the operation of Buns & Roses (the "Supplies"), as more fully described in Exhibit 1.1(iii); (iv) all of Seller's right, title, and interest, as lessee, of any and all equipment leased by Seller and located at Buns & Roses (the "Leased Equipment"); (v) all right, title and interest in and to any and all trademarks, tradenames, trade dress, service marks, slogans, logos, corporate or partnership names (and any existing or possible combination or derivation of any or all of Seller’s the same) and general intangibles, including, without limitation, the goodwill and intellectual property and assetsrights, real, personal associated with or mixed, tangible or intangible, of every kind and description, wherever located, which relate to, or are used or held for use in connection with the Business, excluding the Excluded Assets, but including the following: (a) all operation or business of the tangible and personal propertiesBuns & Roses, including furnitureall rights, fixtures, supplies title and interest in and to the following tradename and trademark "Buns & Roses" (including consumable supplies accessoriesthe "Intellectual Property"), materialsprovided however that Xxxxxxxx will retain the right to use the tradename "Buns & Roses" outside the corporate city limits of Minneapolis, vehicles, machinery, equipment (including office and retail), security systems (including alarms, cameras, screens, DVRs, and any motion detectors), computer hardware, appliances, sign inserts, HVAC, sound and lighting and telephone systems, and other personal property of whatever kind and nature owned or leased by Seller, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto (collectively, “Tangible Personal Property”)Minnesota; (bvi) all of Seller’s inventoryright, which shall include non-expired, merchantable quality marijuana products, such as marijuana flower, trim, concentrate or infused product (the “Marijuana Inventory”), in the targeted amounts and quantities and in accordance with the calculation methodology described on Schedule B (the “Target Marijuana Inventory Amount”); (c) all Contracts set forth on Schedule 2.1(c) and Material Contracts (collectively, the “Assigned Contracts”)title, and any such Assigned Contracts which are not assignable at Closing will be governed by Section 3.10; (d) leasehold interests in all interest of Seller to the use of the real property leased or otherwise telephone numbers presently being used or occupied by Seller, including the leased real property described on Schedule 2.1(d)all rotary extensions thereto, including all improvements and fixtures thereon and all rights and easements appurtenant thereto; (e) all lists of suppliers and any and all of booksadvertisements in the "Yellow Pages", records, papers, files, memoranda, standard operating procedures, "City Directory" and other documents relating to or compiled which relate tosimilar publications (the "Telephone Numbers") and after the Closing, or are used or held Buyer shall assume all expenses for use in connection with, the Business or as required by any applicable Law, including all files, logs, programming information Telephone Numbers and studies, technical information and engineering data, blueprints, news and advertising studies or consulting reports, current and former customer, client, supplier and advertiser lists, sales and audience data, credit and sales reports, sales correspondence, promotional literature, quality control records and manuals, litigation and regulatory files, Tax Returns for Property Taxes of Seller and all other books, electronic data, including current and historical electronic data (in its existing format) relating to historical financing information where located, and further including all personnel files with respect to all Hired Employees; (f) all of the intangible rights and property of Seller, including (i) any IP exploited by, held for exploitation by, owned (in whole or in part), purported to be owned (in whole or in part) by or licensed to Seller (“Seller’s IP”), and (ii) going concern value and goodwill of the Business; (g) all websites, social media accounts, mobile applications and telephone, telecopy and email addresses and listings which relate to, or are used or held for use in connection with, the Business; (h) all Personally Identifiable Information collected, held, owned or controlled by Seller; (i) all customer lists, marketing lists databases, and customer relationships which relate to, or are used or held for use in connection with, the Business and the goodwill associated therewith; (j) the Regulatory Licenses, to the extent transferable, which relate to, or are used or held for use in connection with, the Business and which Seller has the right to transfer and convey (together with copies of all past and pending government filings); (k) all claims or causes of action against third parties; (l) all management and other information technology systems, databases, computer software (including source code), disks and similar assets which are owned or licensed by, or otherwise made available by Contract to, Seller which relate to, or are used or held for use in connection with, the Business; (m) all current assets to the extent accounted for in the calculation of Net Working Capital; (n) all refunds and rebates with respect to the Business (other than Tax refunds attributable to any Pre-Closing Tax Period)advertising; and (o) those certain other items listed or otherwise described on Schedule 2.1(o). All of the items set forth in this Section 2.1, and the goodwill associated therewith, are collectively referred to as the “Purchased Assets.” Schedule 2.1(a) provides an illustrative, non-exclusive list of all furniture, fixtures, equipment, supplies, and inventory included within the Purchased Assets.

Assets of Seller to be Transferred to Buyer. At On the ClosingClosing Date --------------------------------------------- (as defined in Article IX hereof), and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign transfer and deliverassign, or cause to be sold, conveyed, transferred, transferred and assigned and delivered to Buyer, free and clear of all Encumbrances, and Buyer shall purchaseacquire all of the tangible and intangible assets and personal property of every kind and description and wherever situated of the business of Chesapeake from the Seller, acquire including but not limited to, the following personal property of the Seller (the "Purchased Assets"): (i) all of the tangible and accept from intangible assets and personal properties of every kind and description and wherever situated of the business of Chesapeake, including, without limitation, inventories, furniture, fixtures, equipment (including office and kitchen equipment), computers and software, , appliances, sign inserts, sound and lighting and telephone systems not incorporated into the building, and with respect to the lighting only as it relates to the interior of the building, telephone numbers and its Sexually Oriented Business permit and license, and other personal property of whatever nature owned or leased by Seller in connection with the operation of Chesapeake, including but not limited to those items more fully described on Exhibit 1.1 (i) of this Agreement; (ii) all of Seller’s 's inventory of supplies, accessories and any and all other items of personal property of whatever nature, sold by the Seller in the operation of Chesapeake (the "Inventory"), as more fully described in Exhibit 1.1(ii); (iii) all supplies (other than Inventory) and other "consumable supplies" used in connection with the operation of Chesapeake (the "Supplies"), as more fully described in Exhibit 1.1(iii); (iv) all of Seller's right, title, and interest, as lessee, of any and all equipment leased by Seller and located at Chesapeake (the "Leased Equipment"); (v) all right, title and interest in and to any and all copyrights, trademarks, tradenames, trade dress, service marks, slogans, logos, corporate or partnership names (and any existing or possible combination or derivation of any or all of Seller’s the same) and general intangibles, including, without limitation, the goodwill and intellectual property and assetsrights, real, personal associated with or mixed, tangible or intangible, of every kind and description, wherever located, which relate to, or are used or held for use in connection with the Business, excluding the Excluded Assets, but including the following: (a) all operation or business of the tangible and personal propertiesChesapeake, including furnitureall rights, fixtures, supplies title and interest in and to the following tradename and trademark "Chesapeake Bay" (including consumable supplies accessories), materials, vehicles, machinery, equipment (including office and retail), security systems (including alarms, cameras, screens, DVRs, and any motion detectors), computer hardware, appliances, sign inserts, HVAC, sound and lighting and telephone systems, and other personal property of whatever kind and nature owned or leased by Seller, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto (collectively, “Tangible Personal "Intellectual Property”"); (bvi) all of Seller’s inventoryright, which shall include non-expired, merchantable quality marijuana products, such as marijuana flower, trim, concentrate or infused product (the “Marijuana Inventory”), in the targeted amounts and quantities and in accordance with the calculation methodology described on Schedule B (the “Target Marijuana Inventory Amount”); (c) all Contracts set forth on Schedule 2.1(c) and Material Contracts (collectively, the “Assigned Contracts”)title, and any such Assigned Contracts which are not assignable at Closing will be governed by Section 3.10; (d) leasehold interests in all interest of Seller to the use of the real property leased or otherwise telephone numbers presently being used or occupied by Seller, including the leased real property described on Schedule 2.1(d)all rotary extensions thereto, including all improvements and fixtures thereon and all rights and easements appurtenant thereto; (e) all lists of suppliers and any and all of booksadvertisements in the "Yellow Pages", records, papers, files, memoranda, standard operating procedures, "City Directory" and other documents relating to or compiled which relate tosimilar publications (the "Telephone Numbers") and after the Closing, or are used or held Buyer shall assume all expenses for use in connection with, the Business or as required by any applicable Law, including all files, logs, programming information Telephone Numbers and studies, technical information and engineering data, blueprints, news and advertising studies or consulting reports, current and former customer, client, supplier and advertiser lists, sales and audience data, credit and sales reports, sales correspondence, promotional literature, quality control records and manuals, litigation and regulatory files, Tax Returns for Property Taxes of Seller and all other books, electronic data, including current and historical electronic data (in its existing format) relating to historical financing information where located, and further including all personnel files with respect to all Hired Employeesadvertising; (f) all of the intangible rights and property of Seller, including (i) any IP exploited by, held for exploitation by, owned (in whole or in part), purported to be owned (in whole or in part) by or licensed to Seller (“Seller’s IP”), and (ii) going concern value and goodwill of the Business; (g) all websites, social media accounts, mobile applications and telephone, telecopy and email addresses and listings which relate to, or are used or held for use in connection with, the Business; (h) all Personally Identifiable Information collected, held, owned or controlled by Seller; (i) all customer lists, marketing lists databases, and customer relationships which relate to, or are used or held for use in connection with, the Business and the goodwill associated therewith; (j) the Regulatory Licenses, to the extent transferable, which relate to, or are used or held for use in connection with, the Business and which Seller has the right to transfer and convey (together with copies of all past and pending government filings); (k) all claims or causes of action against third parties; (l) all management and other information technology systems, databases, computer software (including source code), disks and similar assets which are owned or licensed by, or otherwise made available by Contract to, Seller which relate to, or are used or held for use in connection with, the Business; (m) all current assets to the extent accounted for in the calculation of Net Working Capital; (n) all refunds and rebates with respect to the Business (other than Tax refunds attributable to any Pre-Closing Tax Period); and (o) those certain other items listed or otherwise described on Schedule 2.1(o). All of the items set forth in this Section 2.1, and the goodwill associated therewith, are collectively referred to as the “Purchased Assets.” Schedule 2.1(a) provides an illustrative, non-exclusive list of all furniture, fixtures, equipment, supplies, and inventory included within the Purchased Assets.