AND WHETHER OR NOT OBSOLETE OR CARRIED ON UES'S
BOOKS OF ACCOUNT, INCLUDING THE ITEMS IDENTIFIED ON SCHEDULE 1.2(A)(II);
(III)
ALL OF UES'S OTHER TANGIBLE PERSONAL PROPERTY,
INCLUDING OFFICE FURNITURE, OFFICE EQUIPMENT AND SUPPLIES, LEASEHOLD
IMPROVEMENTS (OTHER THAN LEASEHOLD IMPROVEMENTS CONSTITUTING LEASED PROPERTY
UNDER LEASES OF REAL PROPERTY DISCLOSED ON SCHEDULE 4.16), VEHICLES AND
COMPUTERS, INCLUDING ALL HARDWARE AND SOFTWARE, INCLUDING THE ITEMS IDENTIFIED
ON SCHEDULE 1.2(A)(III), EXCLUDING THOSE SPECIFIC ASSETS IDENTIFIED ON
SCHEDULE 1.2(B);
(IV)
ALL OF UES'S FIXTURES ON THE REAL PROPERTY
(OTHER THAN FIXTURES CONSTITUTING LEASED PROPERTY UNDER LEASES OF REAL PROPERTY
DISCLOSED ON SCHEDULE 4.16), AND, TO THE EXTENT NOT DESCRIBED ABOVE, ALL
TANGIBLE PERSONAL PROPERTY THAT IS PART OF THE UES BUSINESS AND IS LOCATED AT
4107 NEW WEST DRIVE, PASADENA, TEXAS 77507 AND 85 IH 10 NORTH, SUITE 112,
BEAUMONT, TEXAS
77707 AS OF THE CLOSING DATE (OTHER THAN LEASED PROPERTY AND
CONSIGNED PROPERTY DISCLOSED IN THE SCHEDULES HERETO AND GOODS IN TRANSIT);
(V)
ALL OF UES'S INVESTMENTS, SECURITIES,
ADVANCE PAYMENTS, RENTAL DEPOSITS, INCLUDING LEASE DEPOSITS FOR LEASES OF REAL
PROPERTY DISCLOSED ON SCHEDULE 4.16, PREPAID ITEMS, CLAIMS, DEFERRED CHARGES,
RIGHTS OF OFFSET AND CREDITS AND CLAIMS FOR REFUND (OTHER THAN TAX CREDITS AND
CLAIMS FOR TAX REFUNDS);
(VI)
ALL OF UES'S NOTES RECEIVABLE, ACCOUNTS
RECEIVABLE AND OTHER RIGHTS TO PAYMENT FROM CUSTOMERS, INCLUDING TRADE ACCOUNTS
RECEIVABLE FROM GOODS SHIPPED, PRODUCTS SOLD OR SERVICES RENDERED (OTHER THAN
NOTES RECEIVABLE, ACCOUNTS RECEIVABLE AND OTHER RIGHTS TO PAYMENT FROM ANY
RELATED PARTY), AND THE FULL BENEFIT TO ALL SECURITY FOR SUCH NOTES RECEIVABLE,
ACCOUNTS RECEIVABLE OR RIGHTS TO PAYMENT;
(VII)
ALL OF UES'S BOOKS (OTHER THAN MINUTE BOOKS),
RECORDS (OTHER THAN PARTNERSHIP INTEREST RECORDS AND TAX RECORDS), MANUALS,
DOCUMENTS, BOOKS OF ACCOUNT, WHETHER INSCRIBED ON A TANGIBLE MEDIUM OR STORED IN
AN ELECTRONIC OR OTHER MEDIUM, INCLUDING SALES AND CREDIT REPORTS, CLIENT AND
CUSTOMER LISTS, LITERATURE, BROCHURES, ADVERTISING MATERIAL, MAINTENANCE
RECORDS, SERVICE AND WARRANTY RECORDS, REFERRAL SOURCES, RESEARCH AND
DEVELOPMENT RECORDS, PRODUCTION RECORDS, EQUIPMENT LOGS, OPERATING GUIDES AND
MANUALS, FINANCIAL AND ACCOUNTING
8
RECORDS (OTHER THAN TAX RECORDS), CREATIVE MATERIALS, ADVERTISING MATERIALS,
PROMOTIONAL MATERIALS, STUDIES, REPORTS, CORRESPONDENCE AND OTHER SIMILAR
DOCUMENTS, WHEREVER LOCATED, AND COPIES OF ALL PERSONNEL RECORDS (OTHER THAN
PERSONNEL RECORDS THAT UES IS REQUIRED BY LAW TO RETAIN IN ITS POSSESSION);
(VIII)
ALL OF UES'S RIGHTS UNDER CONTRACTS IDENTIFIED ON
SCHEDULE 1.2(A)(VIII), INCLUDING ALL OF UES'S VEHICLE LEASES, AND ALL
OUTSTANDING OFFERS AND SOLICITATIONS MADE TO OR BY UES IDENTIFIED ON
SCHEDULE 1.2(A)(VIII) AND ALL CONTRACTS, OFFERS AND SOLICITATIONS MADE OR
ENTERED INTO BY UES AFTER THE DATE HEREOF AND ON OR PRIOR TO THE CLOSING DATE
AND NOT PROHIBITED BY THE TERMS OF THIS AGREEMENT;
(IX)
ALL OF UES'S INTANGIBLE RIGHTS AND PROPERTY,
INCLUDING GOODWILL AND RIGHTS IN AND TO THE NAME "UNITED ENVIRONMENTAL SERVICES"
AND IN ANY OTHER TRADENAME, TRADEMARK, FICTITIOUS NAME OR SERVICE MARK USED IN
THE UES BUSINESS (OTHER THAN ANY SUCH TRADENAME, TRADEMARK, FICTITIOUS NAME OR
SERVICE MARK BASED ON, OR RELATING TO, THE NAME "COMFORT SYSTEMS",