Assets of Data Cooling Business

Sale of substantially all of assets of the Data Cooling Technologies LLC., include all of seller's right, title and interest in and to all assets of any type or nature, whether tangible or intangible, or located on or off the Premises related to the Business, described as below:

• All fixed and tangible personal property, including all machinery, equipment, office equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property, including the fixed and tangible personal property set forth on Schedule 2.1(a);
• All raw materials (whether previously purchased and in transit to Seller or already in possession of Seller), work-in-process, finished goods, supplies and inventory;
• Those purchase orders and contracts set forth on Schedule 2.1(c), all deposits and rights related to such deposits, and all rights to receive payment for products sold or services rendered thereunder, all rights to receive goods and services and to leasehold interests pursuant thereto, and all rights to assert Claims and take other rightful actions in respect of breaches, defaults and other violations thereof (collectively, the "Assumed Contracts"); provided however. Purchaser shall have the right, but not the obligation, to add to or subtract from those contracts set forth on Schedule 2.1(c); In order to adjust the "Assumed Contracts" listed on Schedule 2.1(c), Purchaser must deliver a revised Schedule 2.1(c) to Seller on or before three (3) days prior to the Closing Date. Subject to Section 2.3(e)(iii), such revised schedule shall be deemed the final list of Assumed Contracts, unless the Bankruptcy Court does not approve the assumption and assignment of a contract, in which case it shall not be an Assumed Contract;
• All accounts receivable and notes receivable whether or not associated with an Assumed Contract;
• All rights of Seller under any commitments or Permits;
• All rights relating to any prepaid expenses;
• All Intellectual Property owned or licensed by Seller;
• The Books and Records;
• All rights to Claims of any nature available to or being pursued by Seller, including with respect to the ownership, use, function or value of any Purchased Asset, whether arising by way of counterclaim or otherwise, including without limitation the Nortek Action;
• Those guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any Purchased Asset, to the extent conveyable; and
• All other assets of Seller related to the Business (whether owned or leased, real or personal, or tangible or intangible), other than the Retained Assets.