Common use of Assets to be Conveyed Clause in Contracts

Assets to be Conveyed. On the Closing Date (as hereinafter defined), Seller will assign, convey, transfer and deliver to Buyer, by instruments of conveyance in form and substance reasonably acceptable to both parties, the following assets owned by Seller (hereinafter sometimes referred to as the "Assets"): (a) All equipment, fixtures, leasehold improvements, furniture, computers, and software located at or used in the Business located at Seller's headquarters or elsewhere, to include, as a minimum, all of the furniture, fixtures and equipment described in Exhibit "A" attached hereto and incorporated herein; (b) All of Seller's rights and obligations under the lease agreement for Seller's headquarters, as amended (the "Lease Agreement"), and attached hereto as Exhibit "B"; (c) Seller's telephone numbers and telephone equipment for the Business, to the extent assignable; (d) All rental and utility deposits under the Lease Agreement, or on deposit with any supplier or utility company or other company, or deposits securing letters of credit to food vendors; (e) All patents, trademarks, logos, copyrights, trade names, trade secrets, testimonials, agreements of sale, assignments, and leases and licenses thereof and all other intellectual property related to the Business and all goodwill related thereto; (f) All financial and sales records, client and customer lists, including all files and records relating thereto, and all other proprietary information used in connection with the operation of the Business; (g) All franchise agreements; (h) The saleable and marketable inventory, including food, vitamins and other perishable goods and inventory pertaining to the Business operations located at Seller's warehouse at the close of business on the day prior to the Closing Date; and (i) All cash and accounts receivable on Seller's books as of the Closing Date; provided, however, Seller and Buyer hereby agree that no statement or warranty is made concerning the value of the accounts receivable or to what extent they are or are not collectible.

Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as that term is hereinafter defined)) the Seller shall convey, Seller will transfer, assign, convey, transfer sell and deliver to Buyer, by instruments and Buyer shall acquire, accept and purchase, all of conveyance in form and substance reasonably acceptable to both parties, the following assets owned by assets, properties and rights of Seller (hereinafter sometimes collectively referred to as the "Assets"): (a) All merchandise inventories ("Inventory") and property and equipment, fixturesincluding all computer equipment, leasehold improvements, furniture, computers, and software located at or used in the Business located at Seller's headquarters or elsewhere, to include, as a minimum, all of the furniture, fixtures and equipment described in Exhibit "A" attached hereto equipment, leasehold improvements and incorporated hereinautomobiles, which exist on the Closing Date; (b) All cash and short term investments, prepaid items, security deposits, deposits and other similar assets of Seller's rights and obligations under Seller existing on the lease agreement for Seller's headquarters, as amended (the "Lease Agreement"), and attached hereto as Exhibit "B"Closing Date; (c) Seller's telephone numbers All accounts, accounts receivable, notes and telephone equipment for notes receivable existing on the Business, to the extent assignableClosing Date; (d) All rental The customer list of the Business and utility deposits under all books, records and accounts, correspondence, production records, employment records, and any confidential information which has been reduced to writing relating to or arising out of the Lease Agreement, or on deposit with any supplier or utility company or other company, or deposits securing letters of credit to food vendorsBusiness; (e) All patents, trademarks, logos, copyrights, trade names, trade secrets, testimonials, agreements rights of sale, assignments, and leases and licenses thereof and all other intellectual property related Seller under express or implied warranties from the suppliers of the Seller with respect to the Business and all goodwill related theretoAssets; (f) All financial of Seller's right, title and sales records, client interest in and customer lists, including all files and records relating thereto, and all other proprietary information used to each Contract (as defined in connection with Section 4.10) set forth on Schedule A hereto (such Contracts being the operation of the Business"Assigned Contracts"); (g) All franchise agreementsof Seller's right, title and interest in each copyright, copyright application, trade name, trademark and trademark registration, and any goodwill associated with any such copyright or trademark or copyright or trademark registration (in any such case, whether registered or to be registered in the United States of America or elsewhere) applied for, issued to or owned by Seller and each process, invention, trade secret, trade name, database, computer program and formula owned by Seller or which the Seller has the right to use and assign to Buyer (collectively, the "Proprietary Rights"); (h) The saleable and marketable inventoryAll goodwill associated with the business of the Seller, including food, vitamins the names Star Video and other perishable goods and inventory pertaining to the Business operations located at Seller's warehouse at the close of business on the day prior to the Closing DateStar Video Entertainment; and (i) All cash Except as specifically provided in Section 1.2 hereof, all other assets and accounts receivable properties of Seller which exist on Seller's books as of the Closing Date; provided, however, Seller and Buyer hereby agree that no statement Date whether tangible or warranty is made concerning the value of the accounts receivable or to what extent they are or are not collectibleintangible.

Assets to be Conveyed. On Subject to the Closing Date terms and conditions of this Agreement, Seller will, at the closing provided for in Section 1.04 hereof (as hereinafter definedthe "Closing"), Seller will assignsell, convey, assign, lease, transfer and or deliver to BuyerPurchaser any and all fixed assets, by instruments tangible and intangible, used in or associated with the Stores free and clear of conveyance in form all liens and substance reasonably acceptable to both partiesencumbrances, including, but not limited to, the following assets owned by Seller (hereinafter sometimes referred to as the "Assets"): (a) All equipmentsubject to the approval of each respective lessor, fixturesthe real estate, leasehold improvements, furniture, computers, buildings and software located at or related improvements used in the Business located at Seller's headquarters or elsewhere, to include, as a minimum, all operation of the furnitureStores listed on Schedule 1.01(a) ("Leased Property") which Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in the lease agreements or any lease amendments acceptable to the Purchaser, fixtures and equipment described in Exhibit for the location of each of the Stores (the "A" attached hereto and incorporated hereinLease Agreements"); (b) All furniture, trade fixtures and equipment owned by Seller and used in the operation of Seller's rights and obligations under located at the lease agreement for Seller's headquarters, Stores as amended of the date hereof (the "Lease AgreementEquipment"), and attached hereto as Exhibit "B"; (c) Seller's telephone numbers and telephone equipment for the Business, subject to the extent assignableapproval of America's Favorite Chicken Company ("AFC"), the assignment of the Franchise Agreements pertaining to the Store; (d) All rental and utility deposits Seller's rights, if any, under the Lease Agreementcontracts, or on deposit with any supplier or utility company or other company, or deposits securing letters agreements and commitments of credit Seller listed in Schedule 1.01(d) hereto relating to food vendorsthe business conducted at the Stores but only to the extent provided in Section 2.05; (e) All patentsthe prepaid items, trademarksdeposits, logos, copyrights, trade names, trade secrets, testimonials, agreements of sale, assignmentscustomary cash "bank" for the Stores, and leases and licenses thereof and all other intellectual property related to the Business and all goodwill related thereto;special items listed on Schedule 1.01(e) hereto; and (f) All financial all of Seller's inventory of goods and sales recordssupplies that are useable in the ordinary course of business, client and customer lists, including all files and records relating theretowhich are typically characterized as inventory, and all other proprietary information used in connection with the operation of the Business; (g) All franchise agreements; (h) The saleable and marketable inventory, including food, vitamins and other perishable goods and inventory pertaining to the Business operations that are located at Seller's warehouse at the close of business on the day prior to the Closing Date; and (i) All cash and accounts receivable on Seller's books Stores as of the Closing Date; provided, however, Seller and Buyer hereby agree that no statement or warranty is made concerning Date (as defined in Section 1.04 below) (the value of the accounts receivable or to what extent they are or are not collectible"Inventory").

Assets to be Conveyed. On Subject to the Closing Date terms and conditions of this Agreement, Seller will, at the closing provided for in Section 1.04 hereof (as hereinafter definedthe "Closing"), Seller will assignsell, convey, assign, lease, transfer and or deliver to BuyerPurchaser any and all fixed assets, by instruments tangible and intangible, used in or associated with the Stores free and clear of conveyance in form all liens and substance reasonably acceptable to both partiesencumbrances, including, but not limited to, the following assets owned by Seller (hereinafter sometimes referred to as the "Assets"): (a) All equipmentsubject to the approval of each respective lessor, fixturesthe real estate, leasehold improvements, furniture, computers, buildings and software located at or related improvements used in the Business located at Seller's headquarters or elsewhere, to include, as a minimum, all operation of the furnitureStores listed on Schedule 1.01(a) ("Leased Property") which Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in the lease agreements or any lease amendments acceptable to the Purchaser, fixtures and equipment described in Exhibit for the location of each of the Stores (the "A" attached hereto and incorporated hereinLease Agreements"); (b) All furniture, trade fixtures and equipment owned by Seller and used in the operation of Seller's rights and obligations under located at the lease agreement for Seller's headquarters, Stores as amended of the date hereof (the "Lease AgreementEquipment"), and attached hereto as Exhibit "B"; (c) Seller's telephone numbers and telephone equipment for the Business, subject to the extent assignableapproval of America's Favorite Chicken Company ("AFC"), the assignment of the Franchise Agreements pertaining to the Store; (d) All rental and utility deposits Seller's rights, if any, under the Lease Agreementcontracts, or on deposit with any supplier or utility company or other company, or deposits securing letters agreements and commitments of credit Seller listed in Schedule 1.01(d)hereto relating to food vendorsthe business conducted at the Stores but only to the extent provided in Section 2.05; (e) All patentsthe prepaid items, trademarksdeposits, logos, copyrights, trade names, trade secrets, testimonials, agreements of sale, assignmentscustomary cash "bank" for the Stores, and leases and licenses thereof and all other intellectual property related to the Business and all goodwill related thereto;special items listed on Schedule 1.01(e) hereto; and (f) All financial all of Seller's inventory of goods and sales recordssupplies that are useable in the ordinary course of business, client and customer lists, including all files and records relating theretowhich are typically characterized as inventory, and all other proprietary information used in connection with the operation of the Business; (g) All franchise agreements; (h) The saleable and marketable inventory, including food, vitamins and other perishable goods and inventory pertaining to the Business operations that are located at Seller's warehouse at the close of business on the day prior to the Closing Date; and (i) All cash and accounts receivable on Seller's books Stores as of the Closing Date; provided, however, Seller and Buyer hereby agree that no statement or warranty is made concerning Date (as defined in Section 1.04 below) (the value of the accounts receivable or to what extent they are or are not collectible"Inventory").