Assets of Architectural and Engineering Design Services Business

Sale of substantially all of assets of Advanced Environmental Group Inc., et al., (the “Seller”), which includes:

• All accounts and notes receivable of the Business (whether current or noncurrent), including unbilled revenue under the Assumed Contracts, and all causes of action specifically pertaining to the collection of the foregoing, except as set forth on Schedule 1.1(a);
• Subject to Section 2.5, all rights of Sellers under the Assumed Contracts and Assumed Leases, including Sellers’ rights with respect to the Leased Real Property subject to the Assumed Leases;
• Subject to the right of Sellers to retain copies (at Sellers’ expense and subject to Section 6.9), all Acquired Business Information, including customer lists, customer data, customer contact information, correspondence with present or prospective customers or suppliers, mailing lists, distribution lists, and supplier lists, in the possession or control of any Seller and whether in hard or electronic format;
• All intangible personal property (other than Intellectual Property) owned by Sellers, including all goodwill Relating to the Business, the Acquired Assets and/or the Assumed Liabilities;
• All tangible assets, including equipment, machinery, furniture, supplies, computer hardware, data networks, servers, communication equipment, software, discs, stored data, raw materials, work in progress, finished goods, and other tangible personal property Relating to the Business;
• To the extent transferrable, all rights of Sellers to refunds, reimbursements, promotional allowances, vendor rebates and similar items, all warranties, express or implied, received from third parties, claims, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to the Acquired Assets or the Assumed Liabilities;
• All prepaid expenses of Sellers relating to any of the Assumed Contracts or Assumed Leases, including deposits, security deposits, merchant deposits, prepaid rent and prepaid expenses;
• To the extent transferable, all Intellectual Property owned or licensed by any Seller Relating to the Business (the “Transferred Intellectual Property”) and all evidence of such Transferred Intellectual Property which is in any Seller’s possession, custody or control;
• To the extent transferable and assignable, Sellers’ interest in all licenses, License Agreements, and Licensed Software;
• All Permits Relating to the Business and all pending applications for such Permits, but only to the extent transfer or assignment of such Permits or such applications to Buyer is permitted by Law (collectively, the “Acquired Permits”);
• All Avoidance Actions; provided that neither the Buyer, nor any Person claiming by, through or on behalf of the Buyer (including by operation of law, sale, assignment, conveyance or otherwise) shall pursue, prosecute, litigate, institute or commence an action based on, assert, sell, convey, assign or file any claim that relates to the Avoidance Actions;
• To the extent transferable, the Benefit Plans identified on Schedule 1.1(l) to the Disclosure Schedules (collectively, “Assumed Benefit Plans”), including, for the avoidance of doubt, that certain Executive Nonqualified “Excess” Plan pursuant to the Adoption Agreement dated as of September 1, 2011, as thereafter amended (the “Excess Plan”), and any contributions or pending contributions to the Assumed Benefit Plans held or to be held by or on account of Sellers;
• To the extent transferable, the insurance policies and binders of any Seller set forth on Schedule 1.1 (m) to the Disclosure Schedules, including all rights, benefits and proceeds under or arising out of such insurance policies, Relating to the Business or any of the Acquired Assets or Assumed Liabilities (but excluding any returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies) (the “Assumed Insurance Policies”);
• All insurance proceeds received by Sellers (whether before or after the Closing Date) with respect to Acquired Assets or Assumed Liabilities;
• Any loss reserves held by Sellers on account of any Assumed Liabilities;
• The capital stock of the Subsidiaries of EYP set forth on Schedule 1.1(p) (“Acquired Capital Stock”) that are not debtors (as defined in 11 U.S.C. § 101(13)) on the Closing Date;
• All organizational documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and
• other identification numbers, seals, minute books, stock transfer books, stock certificates, and other documents relating to any Seller’s organization, maintenance, existence, and operation, in each case relating solely to the Sellers which capital stock constitutes Acquired Capital Stock and/or the Joint Venture Interests; and
• To the extent transferable, the Joint Venture Interests.