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 TWIN CITIES' BOOKS (OTHER THAN MINUTE
BOOKS), RECORDS (OTHER THAN STOCK 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 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 TWIN CITIES IS REQUIRED BY
LAW TO RETAIN IN ITS POSSESSION);
(VIII)
ALL OF TWIN CITIES' RIGHTS UNDER CONTRACTS
IDENTIFIED ON SCHEDULE 1.1(A)(VIII), INCLUDING ALL OF TWIN CITIES' VEHICLE
LEASES, AND ALL OUTSTANDING OFFERS AND SOLICITATIONS MADE TO OR BY TWIN CITIES
IDENTIFIED ON SCHEDULE 1.1(A)(VIII) AND ALL CONTRACTS, OFFERS AND SOLICITATIONS
MADE OR ENTERED INTO BY TWIN CITIES AFTER THE DATE HEREOF AND ON OR PRIOR TO THE
CLOSING DATE AND NOT PROHIBITED BY THE TERMS OF THIS AGREEMENT;
2
(IX)
ALL OF TWIN CITIES' INTANGIBLE RIGHTS AND
PROPERTY, INCLUDING GOODWILL AND RIGHTS IN AND TO THE NAME "TWIN CITIES" AND IN
ANY OTHER TRADENAME, TRADEMARK, FICTITIOUS NAME OR SERVICE MARK USED IN THE TWIN
CITIES BUSINESS (OTHER THAN ANY SUCH TRADENAME, TRADEMARK, FICTITIOUS NAME OR
SERVICE MARK BASED ON, OR RELATING TO, THE NAME "COMFORT SYSTEMS", THE NAME
"COMFORT SYSTEMS USA" OR THE NAME OF ANY OF COMFORT SYSTEMS' SUBSIDIARIES (OTHER
THAN SELLER)) OR ANY VARIANT OF ANY OF THEM, AND ALL APPLICATIONS THEREFOR OR
REGISTRATIONS THEREOF, AND ALL OTHER FORMS OF TWIN CITIES' INTELLECTUAL
PROPERTY, ALL RESEARCH RELATED TO THE TWIN CITIES BUSINESS CONDUCTED BY TWIN
CITIES, ALL OF TWIN CITIES' DEVELOPMENT FACILITIES AND INVENTIONS AND
WORK-IN-PROCESS CONSTITUTING A PART THEREOF, AND ALL RIGHTS TO TWIN CITIES'
SOFTWARE, TELEPHONE NUMBERS, FACSIMILE NUMBERS, E-MAIL ADDRESSES, INTERNET
SITES, INTERNET ADDRESSES AND DOMAIN NAMES THEREOF AND OTHER LISTINGS;
(X)
ALL OF TWIN CITIES' GOVERNMENTAL
AUTHORIZATIONS AND ALL PENDING APPLICATIONS FOR ISSUANCE OR RENEWAL THEREOF, IN
EACH CASE TO THE EXTENT TRANSFERABLE;
(XI)
ALL OF TWIN CITIES' OTHER ASSETS THAT (A) ARE
USED BY TWIN CITIES IN CONNECTION WITH THE TWIN CITIES BUSINESS OR (B) ARE
REFLECTED ON THE CLOSING BALANCE SHEET;
(XII)
ALL OF TWIN CITIES' GOODWILL AND THE TWIN CITIES
BUSINESS AS A GOING CONCERN IN MINNESOTA (BUT IN NO EVENT INCLUDING TWIN CITIES'
AFFILIATES' BUSINESSES OF ENGAGING IN HVAC MECHANICAL CONTRACTING OR PROVIDING
HVAC SERVICES AS A CORE BUSINESS, WITH INCIDENTAL SALES, INSTALLATION AND
SERVICING OF HVAC CONTROLS); AND
(XIII)
ALL OF TWIN CITIES' CHOSES IN ACTION, CAUSES OF
ACTION AND JUDGMENTS, EXPRESS AND IMPLIED WARRANTIES AND EXISTING AND INCHOATE
CLAIMS, RIGHTS AND REMEDIES RELATED TO ANY OF THE FOREGOING.
If and