Appendix A-1: Defined Terms

• Pages: 335-342

335

Acquired Assets (Asset Purchase Agreement): All of the following as of

Closing:

• Franchise Agreements;

• all materials and supplies, work‑in‑process, nished goods, and other items

of inventory held for sale or used in the Business;

•

all machinery, equipment, furniture, xtures, leasehold improvements, vehi‑

cles, and other tangible personal property owned or leased by any Seller;

• Sellers’ rights under all real and personal property Leases and any security

deposits with respect thereto;

•

all Intellectual Property, including all goodwill associated therewith, computer

software, licenses, and sublicenses granted to Sellers, all rights in any trade

names, trademarks, service marks, and logos, and any derivative thereof or

related thereto and all telephone numbers, telecopy numbers, domain names, and

proprietary rights of or related to the Business (collectively, “Intangible Assets”);

•

to the extent they are transferable, all customer, supplier and performance

agreements, contracts, purchase orders, and other similar arrangements

of Sellers, other than such agreements, contracts, purchase orders, or

other similar arrangements, the Obligations under which are deemed to

be Retained Liabilities;

•

all prepaid expenses, advance payments, prepaid royalty income and franchise

fees, deposits, including Advertising Fund Deposits and Prospective Franchi‑

see Deposits and all bank accounts containing Advertising Fund Deposits,

Prospective Franchisee Deposits, and other prepayments, or into which ACH

payments are made, surety accounts and other similar assets relating to the

Business and all royalty income and franchise fees paid after the Closing;

Appendi x A-1

Defined Terms

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