Assets of Environmental Company

Sale of substantially all of assets of Advanced Environmental Group LLC (the “Seller”), all of seller's right, title and interest (if any at all) in and to the following:

• To the extent transferable, supplies, computers, computer systems, software and hardware, security systems and equipment, licenses and access credentials and keys, printers, equipment, furniture, fixtures and other similar assets or tangible personal property used by sellers in the Business and under the control of seller, including, without limitation, those assets identified in the schedule attached hereto as Schedule 1.1(a);
• Those certain agreements, contracts, licenses, instruments, commitments and understandings with seller's suppliers, vendors and customers (written or oral) that are listed (or, in the case of oral agreements or understandings, that are described) under the caption “Assigned Contracts” in Schedule 1.1(b) attached hereto;
• Copies of all of the seller's books and records directly related to, or used in connection with, the conduct of the Business or pertaining to the Purchased Assets, regardless of the medium on which such information is stored or maintained including, without limitation, all customer and employment records, all customer lists which are set forth on Schedule 1.1(j), all vendor information and contracts, all business plans and strategies, all financial and operational data and reports, and all marketing information and materials, provided, however, that (i) Buyer shall reimburse Seller for any and all costs, fees, and charges necessary to copy or duplicate any such books and records (including, but not limited to, any costs, fees, and charges necessary to gain access to any such books records to copy or duplicate the books and records), and (ii) the Parties shall work cooperatively and in good faith to protect and properly handle and address any books and records subject to confidentiality and/or privilege considerations under applicable law;
• To the extent transferable, seller's licenses, permits or other authorizations of governmental or regulatory entities that are required under any Laws applicable to or required in connection with the Business, including, without limitation, those assets which are set forth on Schedule 1.1(d);
• Seller's leased real property, including any leasehold improvements thereon, including, without limitation, those assets as identified in the real property schedule attached hereto as Schedule 1.1(e);
• Seller's inventory, including, without limitation, those assets as set forth on Schedule 1.1(f);
• Seller's Intellectual Property Rights, including, without limitation, those assets as set forth on Schedule 1.1(g);
• To the extent transferable, Debtors' insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Obligations (as defined herein) prior to the Closing Date;
• Seller's claims against third parties relating solely to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;
• Customer lists and contact information listed on Schedule 1.1(j); and
• All goodwill and any other intangible assets associated with the Business and the Purchased Assets.