Common use of Transferred Assets Clause in Contracts

Transferred Assets. The Transferred Assets include, without limitation, the following: (a) all equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, and other tangible personal property (including spare and maintenance parts) used in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted; (b) all real property relating to the Business, including the real property leased thereunder; (c) all inventories (raw materials, including but not limited to food and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c); (d) deposits with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (the “Deposits”); (e) all “general intangibles” (as defined in the Uniform Commercial Code); (f) all Intellectual Property Assets as set forth in Section 4.12(a) of the Disclosure Schedule; (g) all Permits used in or related to the Business as set forth in Section 4.15(b) of the Disclosure Schedule; (h) all rights and incidents of interest of Seller or the Business in and to any Contracts other than Excluded Contracts, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned Contracts”); (i) all claims, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to the Transferred Assets as set forth in Schedule 2.2(i); (j) all of the following which pertain to the Transferred Assets, Assumed Liabilities or the Business: books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities); (k) all telephone and facsimile numbers and all email addresses used in the Business; (l) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating to the Transferred Assets or the Assumed Liabilities; and (m) all goodwill and the going concern value of the Business.

Transferred Assets. The Transferred Assets includeOn the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, without limitationat the times set forth in Section 1.1(c) below, the following: (a) all equipmentSeller shall sell, machinerytransfer, leasehold improvementsassign, fixturesset over, computer hardware, business machines, communications equipment, furniture, supplies, fixed assetsconvey and deliver to Purchaser, and Purchaser shall purchase, acquire, accept, assume and receive from Seller, free and clear of any Liens (other than Permitted Liens), all right, title and interest of Seller in, to and under the following assets and property, real, personal or mixed, tangible personal property (including spare and maintenance parts) used in or relating intangible, of Seller with respect to the Business (other than the “Fixed Excluded Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted; (b) all real property relating to the Business, including the real property leased thereunder; (c) all inventories (raw materials, including but not limited to food and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “InventoriesTransferred Assets”) as set forth in Schedule 2.2(c);): (di) deposits with landlordsAll Patent Rights, utilities, or any other vendor as Trademark Rights and Copyright Rights set forth on Schedule 2.2(d1.1(a)(i) hereto (the “DepositsTransferred Technology”); (eii) All inventory (other than Finished Inventory) and work in process existing as of the Manufacturing Closing Date, which includes any and all “general intangibles” (as defined goods, raw materials and work in process used or consumed in the Uniform Commercial CodeBusiness, together with all rights of Seller relating to such inventory against suppliers thereof (the “Work in Process”); (fiii) all Intellectual Property Assets as set forth in Section 4.12(a) of the Disclosure Schedule[Intentionally omitted.]; (giv) all Permits used in or The rights of Seller related to the Business as set forth in Section 4.15(b) development of the Disclosure Schedule; (h) all rights and incidents of interest of Seller or the Business in and to any Contracts other than Excluded ContractsProduct, including without limitationall clinical trials, those Contracts listed in and related clinical trial data, which rights are identified on Schedule 2.2(h1.1(a)(iv) (the “Assigned Product Development”); (v) All data and records related to the operation of the Business, which data and records include (without limitation) client and customer lists, research and development reports, financial and billing records (including routing and billing information), creative materials, advertising materials, marketing materials, promotional materials, studies, reports, correspondence and other similar documents (the “Records”), which Records are identified on Schedule 1.1(a)(v); provided that all such data and records provided pursuant to this Section 1.1(a)(v) may in Seller’s sole discretion, have redacted therefrom all data unrelated to the Business; (vi) The tangible personal property of Seller used in or necessary for the operation of the Business identified on Schedule 1.1(a)(vi); (vii) The permits, licenses, franchises, consents, authorizations, registrations and other approvals and operating rights relating to the Business that are identified on Schedule 1.1(a)(vii); (viii) All claims of Seller against third parties relating to the Technology Assets as of the Technology Closing Date and the Manufacturing Assets as of the Manufacturing Closing Date, in each case whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (ix) All rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof relating to the Business and/or the Transferred Assets; (x) All rights in and to the Contracts used in, related to or necessary for the operation of the Business as presently conducted or as contemplated to be conducted, that are identified on Schedule 1.1(a)(x) (the “Assumed Contracts”); (ixi) all claims, causes All of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to the Transferred Assets as set forth in Schedule 2.2(i); (j) all of the following which pertain to the Transferred Assets, Assumed Liabilities or the Business: books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities); (k) all telephone and facsimile numbers and all email addresses used in the Business; (l) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties Seller’s goodwill relating to the Transferred Assets or the Assumed Liabilitiesforegoing assets; and (mxii) All Business Intellectual Property not otherwise set forth on Schedules 1.1(a)(i), 1.1(a)(iv), 1.1(a)(v) and 1.1(a)(vi). Schedule 1.1 — Manufacturing Assets identifies all goodwill and the going concern value of the BusinessTransferred Assets that are being transferred to Purchaser at the Manufacturing Closing (the “Manufacturing Assets”).

Transferred Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens, except as set forth in this Agreement, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets, contracts and rights of Seller used in the Business, other than the Excluded Assets (collectively, the "TRANSFERRED ASSETS"). The Transferred Assets include, without limitation, the following: (a) all equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, and other tangible personal property (including spare and maintenance parts) used in or relating of the Fixed Assets specific to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conductedBusiness; (b) all real property relating of the Accounts Receivable, other than Intercompany Receivables, specific to the Business, including the real property leased thereunder; (c) all inventories (raw materials, including but not limited to food rights and beverage at the time ownership interest of Closing that is in good physical condition and quality, usable and saleable Seller in the ordinary course, not spoiled, damaged or contaminated, paper owned and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(cleased real property listed on SCHEDULE 2.1(c); (d) deposits with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (rights in respect of the “Deposits”Transferred Intellectual Property specific to the Business and identified in SCHEDULE 2.1(d); (e) to the extent transferable, all “general intangibles” (as defined in of Seller's rights under the Uniform Commercial Code)Assumed Contracts; (f) all Intellectual Property Assets as set forth in Section 4.12(a) inventories of the Disclosure Schedule; (g) all Permits used in or related to the Business as set forth in Section 4.15(b) of the Disclosure Schedule; (h) all rights goods, office and incidents of interest of Seller or the Business in and to any Contracts other than Excluded Contracts, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned Contracts”); (i) all claims, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to supplies located at the Transferred Assets as set forth in Schedule 2.2(i); (j) all of the following which pertain to the Transferred Assets, Assumed Liabilities Facilities or the Business: books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities); (k) all telephone and facsimile numbers and all email addresses used in the Business; (lg) all rights of the prepaid expenses and security deposits that relate to indemnificationany of the Assumed Contracts; (h) customer lists, warrantiesfiles and all of the Books and Records of the Business; (i) to the extent their transfer is permitted by Applicable Law, guaranteesall Consents and Permits specific to the Transferred Facilities, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating to the Transferred Assets or the Assumed Liabilities; and (m) all goodwill and the going concern value of the Business.;

Transferred Assets. The Transferred Except as to any Excluded Assets include, without limitationand Restricted Assets, the following: (a) DataVoN Sellers hereby agree to contribute, convey, grant, assign and transfer to Buyer at the Closing, and Buyer hereby agrees to accept from the DataVoN Sellers at the Closing, all equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed those assets, properties, rights and other tangible personal property (including spare and maintenance parts) privileges owned, used or held for use by the DataVoN Sellers in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted; (b) all real property relating to conduct of the Business, including the real property leased thereunder; (c) all inventories (raw materials, including but not limited to food the those expressly described below but excluding the assets, properties, rights and beverage at the time of Closing that is privileges described in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of businessSection 1.1(b)(the "Transferred Assets"): (1) of the Business All equipment (the “Inventories”) as set forth in Schedule 2.2(c"Equipment"), including, without limitation, all machinery, equipment, furniture, fixtures, computers, printers, computer disks and other storage devices, computer software, supplies, spare and replacement parts, and all other tangible property and all related manuals, drawings, diagrams and other documentation; (d2) deposits All customer and supplier lists and all other information as to sources of supply and relationships with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (the “Deposits”)suppliers and customers; (e3) Copies of all “general intangibles” (as defined in books and records, correspondence, files and computer data relating to the Uniform Commercial Code)Business or any of the Transferred Assets; (f4) all Intellectual Property Assets as set forth All artwork and other graphic medium used in Section 4.12(a) connection with the manufacture of products for the Disclosure ScheduleDataVoN Sellers' past and present customers; (g5) all Permits used All inventory, supplies and work in or related to the Business as set forth in Section 4.15(b) of the Disclosure Scheduleprocess; (h6) all rights and incidents of interest of Seller or All general intangibles, including the Business in and right to any Contracts other than Excluded Contracts, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned Contracts”)tax refunds or reductions; (i7) all claimsAll of the DataVoN Sellers' assignable rights and interests arising under or in connection with the Assumed Contracts, which Buyer expressly elects to acquire or assume pursuant to Section 6.5; (8) All of the DataVoN Sellers' rights, claims or causes of action and rights of Seller against any Personaction, whether matured asserted or unmaturedunasserted, direct contingent or indirectfixed, known or unknown, against third parties under warranties relating to, or absolute rights to indemnity from manufacturers, vendors and others in connection with, the Transferred Assets (but no liabilities therefrom) and any cause of action or contingent avoiding right under Bankruptcy Code (S)(S) 542-550 against any party to an executory contract that is an Assumed Contract; (9) All transferable authorizations and permits; (10) All of the intellectual property rights which the DataVoN Sellers own, and, to the extent assignable under an Assumed Contract, all rights of the DataVoN Sellers to intellectual property rights of others, including all rights of the DataVoN Sellers in and to all patents, trademarks, trade names, domain names, service marks, copyrights and trade secrets, whether registered or not, and all related to and ancillary rights (the "Transferred Assets as set forth in Schedule 2.2(iIntellectual Property Rights"); (j11) all of the following which pertain to the Transferred AssetsAll cash, Assumed Liabilities or the Business: bookscash equivalents, recordschecking accounts, manuals savings accounts and other materialsaccounts; (12) All accounts receivable, filesnotes receivable, originals commercial paper and copies other evidences of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts indebtedness except for indebtedness between the DataVoN Sellers (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities"Accounts Receivable"); (k13) all telephone All prepayments related to the Assumed Contracts; (14) All customer deposits held by the DataVoN Sellers; (15) All goodwill relating to the above assets and facsimile numbers and all email addresses used in the Business; (l16) all rights to indemnification, warranties, guarantees, claims, causes of action, choses All deposits made by the DataVoN Sellers in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating relation to the Transferred Assets or the Assumed LiabilitiesContracts; and (m17) all goodwill All Tax Assets; and (18) Any Restricted Asset for which the DataVoN Sellers and Buyer obtain the going concern value Approval from the requisite third party, pursuant to Section 1.1(b) of the Business.this Agreement

Transferred Assets. The Transferred Assets includeUpon the terms and subject to the conditions set forth in this Agreement and subject to Section 2.02 and the exclusions set forth in Section 2.01(b), without limitationat the Closing, the followingCompany shall, and shall cause the other Sellers to, sell, convey, assign, transfer and deliver to the Acquiror, and the Acquiror shall purchase, acquire and accept from the Sellers, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Related to the Business, as the same shall exist immediately prior to the Closing (collectively, the “Transferred Assets”). Without limiting the preceding sentence, and subject to Section 2.02 and the exclusions set forth in Section 2.01(b), the following is a non-exclusive list of Transferred Assets: (ai) all raw materials, work-in-process, finished goods or products, supplies, packaging and other inventories, in each case Related to the Business; (ii) all Business Contracts, including any Business Contracts that are Material Contracts or Leases, but excluding Seller Business IP Agreements (collectively, together with the Assumed IP Agreements, the “Assumed Contracts”); (iii) all personal property and interests therein, including machinery, equipment, machineryfurniture, leasehold improvementsfurnishings, fixtures, computer hardware, business machinesoffice equipment, communications equipment, furniturecomputers and related equipment (including printers, suppliescopiers, fixed assetsfaxes, and network devices such as routers, switches and servers), vehicles, spare and replacement parts, fuel and other tangible personal property (including spare and maintenance parts) used property, in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted; (b) all real property relating each case Related to the Business, including the real property leased thereunderitems listed on Schedule 2.01(a)(iii) hereto; (civ) all inventories (raw materialsreal property that is owned by any Seller and Related to the Business, including but not limited to food and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c); (d) deposits with landlords, utilities, or any other vendor as such real property set forth on Schedule 2.2(d2.01(a)(iv) hereto, and which, for the avoidance of doubt, excludes any real property located in Charlotte, NC (the “DepositsOwned Real Property”), including all buildings, structures, improvements, fixtures and appurtenances thereto and rights in respect thereof; (v) all Business Intellectual Property; (vi) all Business Contracts that are Seller Business IP Agreements (and all rights of the Sellers under such Business Contracts), including those agreements that are listed on Schedule 2.01(a)(vi) hereto (collectively, the “Assumed IP Agreements”); (evii) all “general intangibles” (as defined in accounts, notes and other receivables for goods, products or services Related to the Uniform Commercial Code)Business; (fviii) all Intellectual Property Assets as set forth in Section 4.12(a) of expenses Related to the Disclosure ScheduleBusiness that have been prepaid by the Sellers, including ad valorem Taxes and lease and rental payments; (gix) all causes of action, claims (including counterclaims), credits, demands, remedies or rights of set-off against third parties to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset or Assumed Liability, as well as any books, records and privileges to the extent relating thereto; (x) all Permits used in or related that are Related to the Business as set forth in Section 4.15(b) of Business, except to the Disclosure Schedule; (h) all rights and incidents of interest of Seller extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the Business in and to any Contracts other than Excluded Contractsterms of such Permit or such Permit is otherwise not transferable (collectively, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned ContractsTransferred Permits”); (ixi) other than any Excluded Assets of the type described in Section 2.01(b)(v), Section 2.01(b)(viii), Section 2.01(b)(ix), Section 2.01(b)(xiii) and Section 2.01(b)(xvii), all files, documents, books and records, including financial and accounting records, databases, documentation, files and papers, whether in hard copy or computer format, including sales and promotional literature, marketing plans, marketing research, sales and promotional literature, catalogs, brochures and training and other manuals and data, artwork, studies, reports, sales and purchase correspondence, lists of suppliers and vendors, supply chain information, customer lists and files, correspondence with customers, account histories, price lists, purchasing history data, sales pipeline tools and Employee Records, in each case that are Related to the Business; (xii) all claimsgoodwill of the Business or the Transferred Assets; (xiii) all assets, causes rights and properties of action and rights of Seller against or relating to any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent Company Benefit Plan that (A) are transferred to the extent related Acquiror or to any employee benefit plan maintained by the Transferred Assets Acquiror, as set forth expressly provided in Schedule 2.2(iArticle VI or (B) are associated with or attributable to any Assumed Company Benefit Plan (collectively, “Assumed Company Benefit Plan Assets”); (jxiv) the minority equity interests set forth on Schedule 2.01(a)(xiv) hereto; (xv) the right to assume control of the defense of any Assumed Action and any settlement thereof (it being understood, for the avoidance of doubt, that such right shall apply only to such Action to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset); (xvi) all of the following which pertain privileges and immunities relating to the Transferred Assets, Assumed Liabilities or including the Business: books, records, manuals attorney-client privilege and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities)attorney work product doctrine; (kxvii) all telephone the assets and facsimile numbers and all email addresses used in the Business; (lproperties listed on Schedule 2.01(a)(xvii) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating to the Transferred Assets or the Assumed Liabilities; and (m) all goodwill and the going concern value of the Businesshereto.

Transferred Assets. The Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein contained, Purchaser hereby agrees to purchase, and Seller hereby agrees to sell, at Closing (as hereinafter defined), the following described assets of Seller and the Business of Seller (collectively, the "Transferred Assets includeAssets"): (a) All inventories of Seller (including, without limitation, raw materials, work in process and finished goods (collectively, the following: (a) "Product Inventory")), and all office supplies, containers and other packaging materials, safety equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, maintenance supplies and other tangible personal property similar items of Seller (including spare collectively, the "Supplies Inventory"; the Product Inventory and maintenance parts) used Supplies Inventory together referred to herein as the "Inventory"), the Product Inventory being described in or relating the computer printout and/or lists delivered by Seller to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located Purchaser at the premises at which the Business is conductedClosing; (b) all real property relating to All prepaid items, deposits and other similar assets of Seller (the Business"Prepaid Expenses"), including without limitation those items described in the real property leased thereunderInterim Financial Statements; (c) all inventories All accounts and accounts receivable of Seller (raw materials, including but not limited the "Accounts Receivable") as described in the computer printout delivered by Seller to food and beverage Purchaser at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c)Closing; (d) deposits with landlordsAll furniture, utilitiesfixtures, or any other vendor as set forth on Schedule 2.2(d) machinery and equipment of Seller (the “Deposits”"Fixed Assets"), including without limitation those items located at the Operations Facility or the Administration Facility; (e) all “general intangibles” All right, title and interest of Seller in and to the Mahuxxxx Xxxense Agreements ("Mahuxxxx Xxxenses"), as defined in the Uniform Commercial Codedescribed on Schedule 1.1(e); (f) all Intellectual Property Assets as set forth in Section 4.12(a) of the Disclosure Schedule; (g) all Permits used in or related to the Business as set forth in Section 4.15(b) of the Disclosure Schedule; (h) all rights All right, title and incidents of interest of Seller or the Business in and to any Contracts other than Excluded Contracts, leases (including without limitation, those Contracts listed in Schedule 2.2(h) (limitation the “Assigned Contracts”); (i) all claims, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to the Transferred Assets as set forth in Schedule 2.2(i); (j) all lease of the following which pertain to the Transferred Assets, Assumed Liabilities or the Business: books, records, manuals real property and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities); (k) all telephone and facsimile numbers and all email addresses used in the Business; (l) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties improvements relating to the Transferred Assets Operations Facility (the "Operations Facility Lease")), licenses, contracts, agreements, employee secrecy or the Assumed Liabilities; and (m) confidentiality agreements, distribution agreements and all goodwill and the going concern value of the Business.other contracts, written or oral, to which Seller is a party, as listed on Schedule 1.1

Transferred Assets. The Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.5), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, assume and acquire from Seller, all of the assets, properties and rights of Seller of every kind, character and description used or useful in the conduct of the Business, whether tangible or intangible and wherever located, as of the Closing Date (as defined in Section 2.5) (collectively referred to herein as the "Transferred Assets includeAssets"), including, without limitation, the following:following Transferred Assets (of which each item with a fair market or net book value in excess of $100 under subsections (a) through (c) below is described in detail in the "Transferred Assets Schedule" attached hereto as Schedule 1.1): (a) all equipmentAll real property, machinerybuildings, structures, fixtures and leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, and other tangible personal property (including spare and maintenance parts) used in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conductedimprovements; (b) all real property relating to the BusinessAll machinery, including the real property leased thereunderequipment, vehicles, tooling, molds, cranes, tables, spare parts and tools; (c) all inventories (raw materialsAll office supplies and equipment, including but not limited to food computers, maintenance supplies and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c)other similar items; (d) deposits with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (the “Deposits”)All inventories; (e) all “general intangibles” (as defined in the Uniform Commercial Code)All accounts and notes receivable; (f) all Intellectual Property Assets as set forth in Section 4.12(a) of the Disclosure ScheduleAll prepaid assets other than prepaid insurance; (g) All of Seller's right, title and interest in and to those contracts and agreements (including proprietary agreements with suppliers) set forth on Schedule 1.1(g), and all Permits used right, title and interest in and to purchase or sales orders, quotes or commitments related to the Business as set forth in Section 4.15(b) of Transferred Assets or the Disclosure ScheduleBusiness, whether written or oral; (h) all rights and incidents Copies of interest of Seller or the Business in and to any Contracts other than Excluded Contracts, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned Contracts”); (i) all claims, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to the Transferred Assets as set forth in Schedule 2.2(i); (j) all of the following which pertain to the Transferred Assets, Assumed Liabilities or the Business: Seller's books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price listsaccounts, correspondence, memoranda, forecast, price lists, sales production records, customer listsemployment, vendor payroll, personnel and supplier lists, financial workers' compensation records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality environmental control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (any other than litigation files primarily relating to Excluded Assets or Excluded Liabilities); (k) all telephone and facsimile numbers and all email addresses used in the Business; (l) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties documents relating to the Transferred Assets or the Assumed LiabilitiesBusiness; (i) All of Seller's rights under any and all express or implied warranties from Seller's suppliers with respect to the Transferred Assets, to the extent such warranties are transferable by Seller; (j) All of Seller's right, title and interest in and to patents, trademarks, service marks, trade names and all variants thereof, copyrights, inventions, customer lists, trade secrets (including processes and software programs), registrations and applications therefor and works in progress, and past, present and future causes of action and remedies therefor, including those set forth on Schedule 3.11; (k) All of Seller's right, title and interest in computer programs to the extent assignable, and other intangibles owned or used by Seller relating to the Transferred Assets or the Business and all of the related goodwill; (l) All claims as to which Seller is a judgment creditor; and (m) To the extent assignable, all goodwill of Seller's licenses, permits and governmental authorizations relating to the going concern value of Transferred Assets or the Business.

Transferred Assets. The Transferred Assets include(a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as provided herein, without limitationand except as otherwise provided in Section 1.2 hereof, at the Closing, the followingSeller shall sell, assign, transfer, grant, bargain, deliver and convey, and CHI shall cause to be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens, except Permitted Liens, the Seller's and the Affiliated Company's entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or used by the Seller or the Affiliated Company (other than Excluded Assets) in connection with, relating to or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business collectively referred to as the "Transferred Assets"), including, but not limited to: (ai) all equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, and other tangible personal property (including spare and maintenance parts) used in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted; (b) all real property relating to the BusinessEquipment, including the real property leased thereunder; (c) all inventories (raw materials, including but not limited to food and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c); (d) deposits with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (the “Deposits”); (e) all “general intangibles” (as defined in the Uniform Commercial Code); (f) all Intellectual Property Assets as Equipment set forth in Section 4.12(a1.1(a)(i) of the Disclosure Schedule; (gii) all Permits used in or related to Inventories, including the Business as Inventories set forth in Section 4.15(b1.1(a)(ii) of the Disclosure Schedule; (hiii) all rights and incidents of interest of Seller or the Business in and to any Contracts other than Excluded ContractsAccounts Receivable, including without limitation, those Contracts listed the Accounts Receivable set forth in Schedule 2.2(hSection 1.1(a)(iii) (of the “Assigned Contracts”)Disclosure Schedule; (iiv) all claimsProprietary Information, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to including the extent related to the Transferred Assets as Proprietary Information set forth in Schedule 2.2(i)Section 1.1(a)(iv) of the Disclosure Schedule; (jv) all Real Property, including the Real Property set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) subject to Section 1.1(b) hereof, the benefit of all unfilled or outstanding purchase orders, sales or service contracts, other commitments, contracts, engagements and leases to which the Seller is entitled at the Closing and which relate to the Business (the "Entitlements"), all of which Entitlements are set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) all of the following which pertain Seller's and its Affiliates' rights to and interest in the Transferred Assets, Assumed Liabilities or Saipem Contract and the Business: books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasing materials and records, personnel records, credit records, quality control records and procedures, research and development files, records, data, trademark files and disclosures, media materials and plates, sales order files and litigation files (other than litigation files primarily relating to Excluded Assets or Excluded Liabilities)Project; (kviii) all telephone prepaid expenses and facsimile numbers deposits made by the Seller and all email addresses used in the Business; (l) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties its Affiliates relating to the Transferred Assets or the Assumed LiabilitiesBusiness; and (mix) all any goodwill and the going concern value of associated with the Business. (b) The Seller and each of the Shareholders shall use their best efforts to obtain such consents of third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, the Transferred Assets shall be held by the Seller in trust for the Buyer and shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, the Seller and the Shareholders shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party. (c) Within three days of the Closing Date, the Seller and the Shareholders shall notify each Person which may have possession of any of the Transferred Assets at the Closing Date, whether by consignment or otherwise, of the transfer of such Transferred Assets to the Buyer.