0001144204-10-001598 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 12th, 2010 • Penn Traffic Co • Retail-grocery stores • New York

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of this 7th day of January 2010 (the “Execution Date”), by and between (i) TOPS MARKETS, LLC (or its assignee(s)), a New York limited liability company, having a place of business at 6363 Main St., Williamsville, NY 14221(“Buyer”), and (ii) THE PENN TRAFFIC COMPANY and its affiliated entities (collectively, “Seller”), a Delaware corporation, as successor to P & C Food Markets, Inc., having a place of business at 1200 State Fair Boulevard, P.O. Box 4965, Syracuse, New York 13206. Capitalized terms used in this Agreement are defined or cross-referenced in Exhibit A.

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