Water Heating and Building Heat Applications Business in Michigan

Sale of substantially all of assets of the Hamilton Engineering, Inc., include all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business, including, without limitation, the following:

• All Accounts Receivable;
• All Inventory;
• All Assumed Contracts;
• All Intellectual Property Assets;
• All Fixed Assets;
• All Leased Real Property;
• All permits, including environmental permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Assets;all rights to any actions of any nature available to or being pursued by Seller to the extent related to the Business, the Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of taxes);
• All of Seller's rights under warranties, indemnities, confidentiality agreements and all similar rights against third parties to the extent related to any Assets;
• All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities;
• Originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets; and
• All goodwill and the going concern value of the Business.