PRINCIPLES) AND ALL INTELLECTUAL PROPERTY OF
SELLER INCLUDING ANY ASSETS ACQUIRED BY SELLER DURING THE PRE-CLOSING PERIOD;
PROVIDED, HOWEVER, THAT THE TRANSFERRED ASSETS SHALL NOT INCLUDE ANY EXCLUDED
ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT FOR THE
EXCLUDED ASSETS, THE TRANSFERRED ASSETS SHALL INCLUDE:
(A)
RECEIVABLES.
ALL ACCOUNTS RECEIVABLE (INCLUDING ALL CLOSING DATE
QUALIFIED ACCOUNTS RECEIVABLE), NOTES RECEIVABLE AND OTHER RECEIVABLES OF SELLER
RELATING TO THE BUSINESS, AND ALL RIGHTS TO COLLECT FROM CUSTOMERS (AND TO
RETAIN) ALL FEES AND OTHER AMOUNTS PAYABLE, OR THAT MAY BECOME PAYABLE, TO
SELLER WITH RESPECT TO PRODUCTS SOLD OR SERVICES PERFORMED BY OR ON BEHALF OF
SELLER IN CONNECTION WITH THE BUSINESS ON OR PRIOR TO THE CLOSING DATE;
(B)
INVENTORY.
ALL INVENTORY;
(C)
CONTRACTS.
ALL RIGHTS OF SELLER UNDER (I) PURCHASE ORDERS OR
SIMILAR AGREEMENTS (A) FOR BRANDED PRODUCT, AND (B) FOR THE PROPRIETARY PRODUCTS
IDENTIFIED IN SECTION 2.1(C) OF THE DISCLOSURE SCHEDULE, AND (II) THE OTHER
EXECUTORY CONTRACTS RELATING TO THE BUSINESS IDENTIFIED IN SECTION 2.1(C) OF THE
DISCLOSURE SCHEDULE, INCLUDING ALL CONFIDENTIALITY, NON-DISCLOSURE AND
NON-SOLICITATION AGREEMENTS TO WHICH SELLER IS A PARTY; PROVIDED, HOWEVER, THAT
PURCHASER MAY ADD OR REMOVE CONTRACTS FROM SECTION 2.1(C) OF THE DISCLOSURE
SCHEDULE AT ANY TIME OR FROM TIME TO TIME UP TO THE CLOSE OF BUSINESS ON THE
BUSINESS DAY BEFORE THE SALE HEARING;
(D)
INTELLECTUAL PROPERTY.
ALL INTELLECTUAL PROPERTY OF SELLER USED
IN THE BUSINESS, INCLUDING THE ITEMS SET FORTH IN SECTIONS 2.1(D) AND 3.17(C) OF
THE DISCLOSURE SCHEDULE AND SOFTWARE COMMONLY AVAILABLE THROUGH LICENSES ON
STANDARD COMMERCIAL TERMS, SUCH AS SOFTWARE "SHRINK-WRAP" LICENSES;
(E)
BOOKS AND RECORDS.
ALL BOOKS, PAPERS, RECORDS, FILES, DATA (IN
PAPER OR ELECTRONIC FORMAT) OF SELLER, INCLUDING ALL PURCHASING AND SALES
RECORDS, CUSTOMER LISTS, VENDOR LISTS AND ACCOUNTING AND FINANCIAL RECORDS;
(F)
PERMITS.
ALL PERMITS, TO THE EXTENT TRANSFER IS PERMITTED UNDER
APPLICABLE LAW;
(G)
PREPAID EXPENSES AND DEPOSITS.
ALL RIGHT, TITLE AND INTEREST IN
AND TO ALL PREPAID EXPENSES AND DEPOSITS RELATING TO THE BUSINESS, INCLUDING ALL
SECURITY OR OTHER DEPOSITS HELD BY ANY THIRD PARTY WITH RESPECT TO THE STORE /
HEADQUARTERS AND DISTRIBUTION CENTER;
(H)
CAUSES OF ACTIONS.
ALL CLAIMS, DEPOSITS, PREPAYMENTS, REFUNDS,
CAUSES OF ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SETOFF AND
RIGHTS OF RECOUPMENT ARISING OUT OF OR RELATING TO THE BUSINESS OR THE
TRANSFERRED ASSETS;
11
(I)
PERSONAL AND OTHER PROPERTY.
ANY OTHER ASSETS, INCLUDING
FIXTURES AND EQUIPMENT, OWNED BY SELLER USED IN THE OPERATION OF THE BUSINESS AS
WELL AS ALL PROPERTY PRESENTLY SUBJECT TO THE LASALLE EQUIPMENT LEASE (INCLUDING
ANY PENDING BUT NOT RECEIVED MERCHANDISE RETURNS FROM CUSTOMERS);
(J)
GOODWILL.
ANY AND ALL GOODWILL RELATED TO THE BUSINESS OR ANY OF
THE FOREGOING;
(K)
FACILITIES LEASES.
ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN,
TO AND UNDER LEASES RELATING TO THE STORE / HEADQUARTERS AND THE DISTRIBUTION
CENTER, SUBJECT TO SECTION 10.2;
(L)
INSURANCE PROCEEDS.
PROCEEDS UNDER ANY INSURANCE POLICY OF
SELLER RECEIVED OR RECEIVABLE WITH RESPECT TO ANY TRANSFERRED ASSET; AND
(M)