Assets of Office Support Services Business

Sale of assets of M&P Collections, Inc., and F&M Law Firm, P.S.C. (collectively, the “Seller”), including all right, title and interest in and to the properties, assets, contracts and rights of Seller, whether tangible or intangible and wherever situated, other than the Excluded Assets (collectively, the “Transferred Assets”). The Transferred Assets include, without limitation, the following:

• All of the Fixed Assets;
• All intellectual property of Seller, including the Transferred Intellectual Property, whether presently used or that has been used in the Business (including, without limitation, business names, business telephones, facsimile, and email addresses of the Seller, software used or useful to the Seller, websites and all technology used or useful to the Seller, including patents know-how and trade secrets) and all goodwill associated with any of the foregoing;
• All Accounts Receivable arising from commissions and/or fees earned on or after the initiation of the Proceeding and any Accounts Receivable due to M&P from the Buyer;
• All Assumed Contracts;
• Customer lists, files and all of the Seller’s Books and Records;
• To the extent transfer is permitted by Applicable Law, all Consents and Permits specific to the Transferred Assets;
• All rights under express or implied warranties from or rights against Seller’s suppliers with respect to the Transferred Assets or the Assumed Contracts;
• All rights to and in connection with causes of action, choses in action, lawsuits, claims and demands of any nature available to Seller, including any cause of action available to the Seller arising under Chapter 5 of the Bankruptcy Code, except to the extent such are specifically listed as an Excluded Asset on Schedule 2.2;
• Deposits, refunds, rights of recovery and rights of set-off or recoupment of any kind which may exist in favor of Seller by reason of the conduct of the Business;
• All guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run-in favor of Seller in connection with the Transferred Assets;
• All service contracts, licenses, service logs and the like;
• Prepaid expenses, credits, deposits (including the security deposits under the Real Property Lease), refunds, rights of recovery, rights of set-off, rights of recoupment, and other advance payments to the extent related to the Business;
• All proprietary and third-party commercial software, and all user, technical, maintenance or other documentation relating to any such software;
• All of Seller’s goodwill, going-concern value and other intangible assets, including the right to represent to third parties that Buyer is the successor to the Business.
• All of Seller’s rights pursuant to any Policy, to the extent such Policy is assignable, and any rights and claims arising from such Policies; and
• Any asset utilized in or related to the Business that is not an Excluded Asset.