Electrical Equipment Manufacturing Company

Sale of assets of Lectrus Corporation which includes:

1. the Leases (including all prepaid rents thereunder) set forth on Schedule Section 2.01(a) (as such schedule may be modified pursuant to Section 2.05, collectively, the “Assumed Leases”);
2. the Purchased Leased Real Property;
3. the Personal Property;
4. all right, title and interest of the Seller, and the respective Affiliates of the Seller, now or hereafter existing in, to and under (i) the Contracts listed on Schedule Section 2.01(d) (as such schedule may be modified pursuant to Section 2.05, collectively, the “Assumed Contracts”) and (ii) such other Contracts entered into by the Seller or any Affiliate of the Seller in the ordinary course of business after the date hereof as permitted pursuant to Section 5.01 and Section 5.02 and added to Schedule Section 2.01(d) by Buyer pursuant to Section 2.05, in each case, as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement;
5. all rights of the Seller to use utility easements and other rights of way and easements used or held for use in the operation of the Purchased Assets or the Business;
6. all deposits (including security deposits for rent, telephone, other utilities or otherwise) and all prepaid or deferred charges and expenses, including ad valorem Taxes, leases and rentals, in each case to the extent directly provided or paid in connection with the Purchased Assets (but excluding any deposits or prepaid or deferred charges and expenses to the extent relating to any Excluded Asset or any Excluded Liability);
7. the Permits other than the Excluded Permits (collectively, the “Transferred Permits”) and all cash and other collateral provided by, or on behalf of, the Seller with respect to any Transferred Permit, including each bond, surety bond, letter of credit and other financial assurance posted by the Seller in connection with the Transferred Permits and cash and cash equivalents securing the same;
8. all of the Seller’s Intellectual Property (including all Intellectual Property Registrations);
9. all books, records, files, personnel files (to the extent relating to Hired Employees and reasonably required by Buyer to comply with its obligations under Article 9), invoices, market research, customers, distributors and suppliers lists, promotional materials and other papers, whether in hard copy or computer format, in each case to the extent related to the Purchased Assets or the Business, including any information relating to any Tax imposed on the Purchased Assets or the Business (subject to Section 2.02(e));
10. all insurance proceeds, reserves, benefits or claims of the Seller under any insurance policies to the extent relating to the Assumed Liabilities, the Purchased Assets or the Business;
11. all goodwill associated with the Business;
12. all claims, causes of action (other than Avoidance Actions against third parties other than Buyer and the Pre-Petition Lenders which shall be deemed Purchased Assets), choses in action and rights of recovery, off-set and subrogation against third Persons, to the extent directly related to the Purchased Assets;
13. all demands, reimbursements and rights of whatever nature, to the extent related to the Purchased Assets or any Assumed Liability (including rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof, or arising from the breach by third parties of their obligations under the Assumed Contracts);
14. the assets set forth on Schedule Section 2.01(n) (for the avoidance of doubt, the assets set forth on Schedule Section 2.01(n) shall be considered Purchased Assets);
15. all accounts, accounts receivable, notes, notes receivable, rental agreements and other rights to collect rent, contract rights, drafts, acceptances, instruments, chattel paper, general intangibles, and other forms of obligation or rights to payment and receivables, whether or not yet earned by performance, including state and federal tax refunds (collectively, “Accounts Receivable”);
16. all inventory as such term is defined in Section 9.102(48) of the UCC, wherever located, now owned or hereafter acquired by the Seller, including all and related merchandise and other personal property now owned or hereafter acquired by the Seller that is held for sale or lease, or is furnished or to be furnished under a contract of service or are raw materials, work in process, or materials or supplies used or to be used, or consumed or to be consumed, in the Seller’s business, and all shipping and packaging materials relating to any of the foregoing (collectively, the “Inventory”);
17. any and all general intangibles as such term is defined in Section 9.102(42) of the UCC, now owned or hereafter created or acquired by the Seller, including all inventions, designs, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, business telephone numbers, licenses, franchises, rights to royalties, blueprints, drawings, confidential information, catalogs, sales literature, video tapes, customer lists, business records for each client including purchase history, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to the Seller to secure payment of any of the Accounts Receivable, all rights to indemnification and all other intangible property of every kind and nature, other than the Excluded Assets as described below (collectively the “General Intangibles”);
18. all other assets of the Seller, except for assets that are specifically excluded in any of the foregoing clauses or in Section 2.02; and any and all Actions or counterclaims directly relating to any of the foregoing Purchased Assets or any Assumed Liabilities, including any Avoidance Actions against non-debtor contract parties to Assumed Leases and Assumed Contracts.