Assets of Cleaning Services Business

Sale of substantially all of the assets of SUPERIOR LINEN, LLC., includes all of Seller's right, title and interest in the assets that relate to, or are used or held for the use in connection with the Business, described as below:

• All accounts receivable, notes receivable, and employee receivables, and any security, claim, remedy or other right related to any of the foregoing, whether accruing before or after the Closing Date (the "Accounts Receivable");
• All fixed assets and tangible personal property, including, equipment, furniture, fixtures, machinery, tools, vehicles, data processing and office equipment, supplies, computers, and telephones, including all tangible personal property listed in Section 1.01(b) of the Disclosure Schedules;
• Subject to Section 1.08 below, all customer contracts generating or contributing to Seller's revenues, as listed on Section 1.01(c) of the Disclosure Schedules ("Customer Contracts"), and as otherwise agreed to by the Buyer and Seller;
• All inventory, packaging, supplies, parts and other inventories, including new and used linens, and including all inventory listed in Section 1.01(d) of the Disclosure Schedules ("Inventory");
• Originals, or where not available, copies, of machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, invoices, quality control records and procedures, customer complaints and inquiry 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), and marketing and promotional surveys ("Books and Records");
• The Lease Agreement dated July 26, 2011, and all amendments thereto (the "Lease Agreement"), with respect to the premises leased by the Seller located at 4501 Mitchell Street, North Las Vegas, Nevada 89081 (the "Leased Property");
• The agreement by and among the Seller and the City of North Las Vegas regarding the repayment of sewer and water charges, as set forth on the schedule set forth therein, as it may be amended with the consent of the Buyer prior to Closing (the "North Las Vegas Settlement Agreement");
• All going concern value and goodwill of the Business;
• All know-how, confidential or proprietary information, technical information, data, process technology, plans and drawings of Seller relating to the operations of the Business and all employee manuals relating to the Business;
• Any rights Seller may have in the name "Superior Linen1' and similar derivations thereof, all rights in internet websites presently used by Seller for the Business, including www.superiorlinenlv.com, and all Intellectual Property owned by Seller;
• All prepaid expenses, advance payments, security, refunds, and deposits to the extent related to the Business, the Purchased Assets or the Assumed Liabilities;
• 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 Purchased Assets, to the extent such Permits are transferable;
• Except as set forth in Section 1.02 of the Disclosure Schedules, all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities;
• All of Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to the Business or any Purchased Assets or the Assumed Liabilities;
• Except as set forth in Section 1.02 of the Disclosure Schedules, all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; and
• All other assets used in the operation of the Business, unless an Excluded Asset specifically excluded in Section 1.02 below, including those set forth in Section 1.01(p) of the Disclosure Schedules.