Assets of Car Wash Business

Sale of assets of NCW Properties, LLC which includes:

1. All tools and equipment that are owned by Seller including without limitation, all tools and equipment located in buildings or storage containers on, in or at the Seller Premises
2. All office equipment, computer software, furnishings, and furniture listed on Schedule 2.1(b);
3. All books and records relating to the Acquired Assets, including all sales records, purchase records, customer lists and contracts, supplier lists, advertising and promotional materials, production records, maps, profiles and other records related to the Business; all real estate and engineering data, blueprints and other property records related to the Business or the Seller Premises, including any reports or audits of the environmental condition of the Seller Premises; all records regarding the Occupational Safety and Health Act and other governmental examinations and clearances related to the Business or the Seller Premises;
4. All of Seller's right, title and interest in and to federal, state and foreign trademarks, trade dress, service marks, titles, slogans, logos now or previously owned, used or licensed by Seller in connection with the Business and any variants or abbreviations thereof, including all of Seller's right, title and interest with regard to the ownership, registration (completed or pending), renewal, continuation, continuations-in-part, divisions, reissuances, extensions, protection, use and exploitation of the same (as applicable) (collectively, the "Trademarks");
5. All of Seller's right, title and interest in and to any and all domain name registrations particularly related to the Business referencing Seller Premises, including all of Seller's right, title and interest with regard to the ownership, registration (completed or pending), renewal, continuation, continuations-in-part, divisions, reissuances, extensions, protection, use and exploitation of the same (as applicable) (collectively, the "Domain Name Registrations");
6. All of Seller's right, title and interest in and to any and all e-mail addresses, internet websites and social media sites or accounts owned, maintained or operated by Seller particularly related to the usiness referencing Seller Premises, including all of Seller's right, title and interest with regard to the content of any such websites or social media sites or accounts and passwords related thereto, and the ownership, registration (completed or pending), renewal, continuation, continuations-in-part, divisions, reissuances, extensions, protection, use and exploitation of the same (as applicable) (collectively, the "Social Media");
7. All of Seller's right, privileges and options in any and all rights in works of authorship, including under any United States and foreign copyrights and literary rights (including in each case all rights to license and distribute the same), owned or used by Seller particularly related to the Business referencing Seller Premises or to materials of whatever nature or description authored, created or developed by Seller, including all of Seller's right, title and interest with regard to the ownership, registration (completed or pending), renewal, continuation, continuations-in-part, divisions, reissuances, extensions, protection, use and exploitation of the same (as applicable) (collectively, the "Copyrights");
8. All of Seller's right, title and interest in and to any and all trade secrets, proprietary information, inventions, know-how, technology, technical data, proprietary processes and formulae, recipes, designs, algorithms and specifications owned by Seller and related to, used by, held for use in, or necessary for the operation of the Business, including all of Seller's right, title and interest with regard to the ownership, registration (completed or pending), renewal, continuation, continuations-in-part, divisions, reissuances, extensions, protection, use and exploitation of the same (as applicable) (collectively with the Domain Name, Social Media, and Copyrights, the "Seller Intellectual Property");
9. Originals or copies, as may be available, of all sales, advertising and marketing records of Seller with regard to the Business (in whatever form or medium), including
10. Information held for use by Seller for the development and maintenance of any client list and for the promotion of the Business, (ii) advertising materials, media kits, records of current and former advertisers and prospect lists for advertising, and (iii) all other records, files, data or information (including marketing information and market research data) held for use by Seller in connection with the foregoing (the "Marketing Records");
11. Originals or copies, as may be available, of all currently existing and historical lists and other information, data, statistics and other compilations of information relating to former Employees and independent contractors of Seller, including copies of Form 1099s filed with respect to any independent contractors of Seller in the past three (3) years (collectively, the "Employee Records");
12. Originals or copies, as may be available, of all expired Contracts to which Seller is a party, including but not limited to any expired Contracts between Seller and any Governmental Authority, (the "Contract Records," and collectively with the Marketing Records, Vendor List and Employee Records, the "Acquired Records");
13. All goodwill relating to the Business;
14. All Permits, if any; and
15. All pre-paid expenses, security deposits, rights of refund, returns or other claims of Seller against third parties related to the foregoing.