Assets of Building Maintenance and Sweeping Services Business

Sale of substantially all of assets of the Countryside Property Maintenance, LLC, including all of Seller's right, title and interest in and to all of the assets, properties, goodwill and rights of Seller used in the conduct of the Business of every nature, kind and description, tangible and intangible, wherever located, whether or not carried on the books of Seller, the Assets include the following:

• All accounts receivable as of the Closing Date;
• All deposits (including, with respect to the Assets, customer deposits and security deposits for rent, electricity, telephone, utilities, or otherwise) and prepaid charges and expenses as related to the Assets);
• The Assumed Contracts (defined below), if any;
• All tangible personal property, including but not limited to all real estate, inventory, machinery, equipment, supplies, materials, office furniture and office equipment, computers, mobile phones, personal digital assistants, fixtures, trade fixtures, computer equipment, hardware, peripherals, information technology infrastructure, assignable software used in the operation of the business, customer lists, relationships, contacts, telephone systems, computing and telecommunications equipment, safes and alarms, and other items of personal property owned by Seller including, but not limited to, all of the Seller's vehicles which shall be identified and listed on Schedule C before Closing, and all warranties and licenses thereunder or related thereto;
• All transferable rights, consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality in respect of the operation of the Seller's business and/or ownership of the Assets, and all transferable warranties and guaranties, if any, held by Seller in connection with the Assets;
• Except for the Excluded Assets, all rights, claims, rights of offset, causes of action, lawsuits, judgments and other claims or demands of any nature against any third party arising out of, and with respect to, the Assets or Assumed Liabilities;
• Copies of all books, files and records of sales and general business operations relating to the Seller's business, including, but not limited to, the Seller's suppliers, vendors and clients, employee records, files, databases, plans, specifications, technical information, confidential information, price lists, promotional materials, advertising copy and data, marketing research and information, competitive analyses, sales records, service records, material correspondence related to any Seller Contract or service provider, business plans, projections, budgets, personnel and labor relations records, and employee benefits and compensation plans and records in Seller's care, custody or control (collectively, the "Information and Records"}:
• All telephone numbers, fax numbers, email addresses, websites, URLs and internet domain names of Seller at or related to the Assets;
• All registered and unregistered intellectual property rights (patents, trademarks, trade secrets, service marks, trade names, coiporate names, copyrights and applications therefore) used in connection with the Business, including, without limitation, licenses for the use of computer software programs and the following trade names and logos: "Countryside Property Maintenance" and all goodwill associated therewith (collectively, the "Intellectual Property");
• All customer relationships and goodwill, if any, used in, related to or arising in conjunction with the Business;
• All other property interests not otherwise included within the definition of Excluded Assets. For the sake of clarity, this includes intangibles, such as, but not limited to, trademarks and logos.