Common use of Excluded Assets Clause in Contracts

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding the foregoing, other than the Purchased Assets, none of Assets shall not include the assets and properties following (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned herein referred to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, as the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets Any cash or cash equivalents (including any marketable securities or certificates of every kind and nature used in deposit but excluding any security deposits included as Purchased Assets), of Seller or Tribune or any of their respective Subsidiaries, as applicable, other than ▇▇▇▇▇ cash held at the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateStations; (b) all All bank and other depository accounts of Seller and of Seller, Tribune or any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accounttheir respective Subsidiaries, as applicable; (c) all All accounts receivable and other receivables of Seller or any of outstanding at the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable Cutoff Time generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsClosing; (d) all rightsAll Tangible Personal Property of Seller, privileges Tribune or any of their respective Subsidiaries, as applicable, sold, transferred, retired or otherwise disposed of between the date of this Agreement and claims under the Shared ContractsClosing not as a result of a violation of Section 5.1; (e) all insurance policies Any Contract that, by its terms, terminates or expires (and all rightsis not renewed or extended by Seller, claimsTribune or any of their respective Subsidiaries, credits or causes of action thereunder or in connection therewith except as applicable,) prior to the extent set forth in Section 6.13Closing; (f) All claims, rights and interests of Seller or Tribune or any of their respective Subsidiaries, as applicable, in and to any refunds of Taxes of any nature whatsoever, including all corporate records and other documentsitems of loss, booksdeduction or credit for Tax purposes, recordsin each case, customer listsrelating to (i) the Business, and databases other than the Business RecordsPurchased Assets or the Assumed Liabilities for, all employee records and files not relating exclusively or applicable to, periods (or portions thereof) ending on or prior to the Business Employees Closing Date, (ii) any Excluded Liability or the transfer of which is prohibited by applicable Law(iii) any other Excluded Asset; (g) all assets Any rights, claims or causes of action of Seller, Tribune or any of their respective Subsidiaries, as applicable, whether mature, contingent or otherwise against Third Parties relating to corporate shared services the assets, properties or operations of Seller the Business prior to the Closing Date (including all amounts payable to Seller, Tribune or otherwise used any of their respective Subsidiaries, as applicable, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to perform the services Business prior to be provided the Closing that have not been paid as of the Closing, but excluding any such rights, claims or causes of action to the extent relating to the Assumed Liabilities and included as Purchased Assets pursuant to the Transition Services AgreementSection 2.1(f)); (h) all Intellectual Property Rights other than the Transferred Business Intellectual PropertyAll bonds held, Contracts or policies of insurance and prepaid insurance with respect to such Contracts or policies; (i) all All minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns of Seller, Tribune or any of their respective Subsidiaries relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Employee Plans Purchased Assets) and assets any books and records Seller, Tribune or any of their respective Subsidiaries not primarily relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Business; (j) all real property (Any rights of Seller, Tribune or interest therein)any of their respective Subsidiaries under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software; (k) all rights of Seller All records prepared in connection with or any relating to the sale or transfer of the Retained Subsidiaries arising under Stations, including bids received from Third Parties and analyses relating to the Transaction Documents or Stations and the transactions contemplated therebyPurchased Assets; (l) all The items designated in Section 2.2(l) of the Disclosure Schedule as “Excluded Assets”; (m) The Retained Names and Marks; (n) All Intellectual Property Tax refunds with respect to the Purchased Assets and all claimsof Seller, rights Tribune or interests in or to any refundsof their respective Subsidiaries, creditsas applicable, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Intellectual Property); (o) All real and personal, tangible and intangible assets of Seller, Tribune or any of their respective Subsidiaries, as applicable, that are used or held for use in any respect in the operation of the Other Stations (including, without limitation, any such assets that are used both in the operation of the Stations and in the operation of the Other Stations other than such assets used primarily in the operation of the Stations); (p) with respect All records and documents relating to Taxes for any Tax period Excluded Assets or to liabilities other than Assumed Liabilities; (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees q) All capital stock or other costs equity securities of Seller, Tribune or any of their respective Subsidiaries, as applicable, and all other equity interests in any entity that are owned beneficially or of record by Seller, Tribune or any of their respective Subsidiaries; (r) Other than as set forth in Section 6.2, all of the benefit or compensation agreements, plans or arrangements sponsored or maintained by Seller, Tribune or any of their respective Subsidiaries (including, without limitation, all Employee Plans) and any assets of any such agreements, plans or arrangements; (s) Any intercompany receivables of the Business from Seller, Tribune or any of their respective Subsidiaries, as applicable; (t) Any rights of or payment due to Seller, Tribune or any of their respective Subsidiaries under or pursuant to this Agreement or the other agreements with Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundcontemplated hereby; (iu) all attorney-client privilege and attorney work-product protection Any rights of or payment due to Seller or associated with Tribune under or pursuant to the Business as a result of legal counsel representing Seller Merger Agreement or the Business in connection with the transactions other agreements between Seller and Tribune and/or any of their respective Affiliates contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19thereby; and (pv) those Any other assets listed on Schedule 3.03(p)of Seller or any of its Subsidiaries that are not primarily used or held for use in the Business.

Excluded Assets. The Parties expressly understand Notwithstanding any provisions herein to the contrary, all right, title and agree thatinterest of Bayer and its Affiliates of whatever kind and nature, real or personal, tangible or intangible, owned, leased, licensed, used or held for use or license in all assets other than the Purchased Assets, none Acquired Assets and all of the assets and properties listed below even if they would otherwise be included in the definition of Acquired Assets (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding or augmenting the definition of Purchased Assets in any way retained by implication or otherwise):Bayer and its Affiliates: (a) all the assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateNon-Transferred Businesses; (b) all bank accounts the assets of Seller Bayer and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent its Affiliates that are set forth on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountSchedule 3.2(b); (c) all accounts receivable the Excluded Intellectual Property, Retained Marks and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsNames and Marks; (d) all rights, privileges Joint Contracts and claims under the Shared ContractsJoint Permits; (e) all Contractual Obligations of insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except related to the extent set forth in Section 6.13Bayer Business; (f) all corporate records Excluded Books and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services rights, Claims, credits, or rights of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; set-off (i) all of against any Person for payments owed to Bayer or its Affiliates on or before the Employee Plans and assets relating Closing Date, (iii) against any Person to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes reimburse Bayer for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred Loss as a result of actions of a third party on or in connection with obtaining such refund; prior to the Closing Date as shall be identified at Closing on Schedule 3.2(g), (iiv) all attorney-client privilege and attorney work-product protection of Seller against any Person to reimburse Bayer for any Loss by Bayer or associated with the Business its Affiliates as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject actions of a third party prior to the attorney-client privilege and work-product protection described Closing where such loss was not within the Knowledge of Bayer on the Closing Date, provided in subsection the case of Claims under this subpart, Bayer shall notify Purchaser of such Claim prior to the formal initiation of such Claim, or (i); and (iiiv) all documents maintained by Seller in connection with against third parties who have asserted or who assert after the transactions contemplated by this Agreement; (n) all Closing Date rights, claimsClaims, counterclaims, credits, causes of action credits or rights of set-off against Bayer or its Affiliates or against third parties with respect to which Bayer and its Affiliates may, in such events, have rights of indemnification or contribution or similar rights, relating in each case to the Acquired Assets, the Excluded Assets and the Excluded Bayer Liabilities, whether liquidated or unliquidated, fixed or contingent, including rights of indemnification, hold harmless agreements, covenants not to prosecute and other agreements; (h) all rights and Claims, whether now existing or arising hereafter, for carryforwards or carrybacks of Losses, or for credits or refunds of any Taxes incurred in or attributable to periods ending on or before the Closing Date and the portion of any such item allocated or apportioned to Bayer or its Affiliates for any taxable period that includes (but does not end on) the Closing Date; (i) all invoiced trade accounts receivable arising in the Ordinary Course of Business from sales of products or services of the Retained Business, Excluded Assets Bayer Business on or prior to the Excluded LiabilitiesClosing Date, including unliquidated all intercompany receivables among Bayer and its Affiliates, and all receivables related to Excluded Assets; (j) all cash, cash equivalents, money market funds and mutual funds in the bank or other depository accounts of Bayer or any of its Affiliates, including all interest and dividends receivable with respect thereto; (k) all accounts receivable; (l) any assets required by Bayer to perform its obligations under any Ancillary Agreements that, absent such Ancillary Agreements, would constitute Acquired Assets; (m) the corporate names of Bayer or any of its Affiliates; (n) all rights of Bayer under manufacturers’ and vendors’ warrantiesthis Agreement or any Ancillary Agreement; (o) Personal Information all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (the originals of which will be delivered to Purchaser as part of the Acquired Assets to the extent related to the Acquired Assets) of Bayer or any of its Affiliates, and such other books and records as pertain only to the organization, existence, share capitalization or debt financing of Bayer or any of its Affiliates; (p) all Contractual Obligations in respect of customersindebtedness for borrowed money or any guarantee of the Liabilities of another Person; (q) all prepayments, except as expressly provided rights to refunds, rights of set off, defenses, affirmative defenses, rights of defense and rights of recoupment arising from the operation of the Bayer Business prior to the Closing or in Section 6.19respect of Licensed Products sold prior to the Closing; and all claims, causes of action, choses in action and rights of recovery pending or threatened in writing at or prior to the Closing Date; (r) all land, equipment (movable and fixed), machinery, automobiles and other physical assets related to the manufacture or transportation of any Licensed Product, other than any Inventory; (s) all Inventory other than the Transferred Inventory; and (pt) those assets listed on Schedule 3.03(p)all Contractual Obligations solely between or among Bayer and any of its Affiliates or between or among Bayer’s Affiliates.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding the generality of Section 2.01, other than the Purchased Assets, none following assets are not a part of the assets Transaction and properties are excluded from the Assets (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets Cash (including the Purchase Price), bank accounts and Equity of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSellers; (b) all bank accounts of Seller the corporate seal, minute books, Equity records and other documents relating to the corporate or other legal organization of any of the Retained Subsidiaries Seller, Tax Returns (including all related schedules, records, files and other documents and all cash other records required by applicable Legal Requirements to be maintained to support such Tax Returns), and cash equivalents related other Tax records of any Seller or relating to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountBusiness; (c) the original of any books and records that Sellers are required by applicable Legal Requirement to retain, so long as Sellers deliver at least one copy thereof to Buyer; (d) all accounts receivable Tax assets (including duty and Tax refunds, repayments and prepayments) of or relating to any Seller (or any Affiliate or other receivables equity owner of any Seller); (e) all Employee Benefit Plans and assets therein; (f) all insurance policies maintained by any Seller, and the rights to receive payments thereunder (other than insurance claims under the AR Insurance); (g) the rights of any Seller under the legally non‑transferable Permits applicable to the Business set forth in Schedule 2.02(g); (h) all rights of any Seller in any Proceeding to which it is a party as of the Closing; (i) any Claims, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, against third parties that (i) relate exclusively to events and activities before Closing, and (ii) have no impact on the value or operation of the Assets or the Business; (j) all rights of any Seller in any Contracts that are not Assumed Contracts, including the Excluded Real Property Leases; (k) any of the rights or consideration that will accrue to any of the Sellers under this Agreement or any of the Retained Subsidiariesother documents contemplated by this Agreement, whether or not related including the consideration paid to ISA for the benefit of all Sellers pursuant to this Agreement; (l) any attorney-client privileged materials of Sellers relating to the Business, including, Transactions (for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets Assets shall include attorney-client privileged materials generally relating to the Employee PlansAssumed Liabilities, except as expressly set forth but shall not include any attorney-client privileged materials relating to negotiations between Sellers and Buyer relating to the Assumed Liabilities or the allocation thereof in Section 8.01(hconnection with the Transactions); (jm) all real property those accounts and notes receivable of Sellers set forth on Schedule 2.02(m) (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i“Excluded AR”); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;and (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those any other assets listed on in Schedule 3.03(p)2.02(n) or otherwise excluded by mutual written agreement of the Parties.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything contained in Section 1.1 hereof to the contrary, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or Assets do not include any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned following (herein referred to Buyer, which assets and properties shall instead be retained by Seller and collectively as the Retained Subsidiaries (all such assets, the “"Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"): (a) the name and ▇▇▇▇ "Adaptive Broadband" and any name or ▇▇▇▇ derived from or including the foregoing, including without limitation, all assets of every kind Logos, corporate symbols or logos incorporating, or Internet sites or addresses incorporating the name, "Adaptive Broadband" and nature used in the Retained Business name and ▇▇▇▇ "California Microwave" and any name or otherwise not used in ▇▇▇▇ derived from or including the Business as conducted as of foregoing, including without limitation, all Logos, corporate symbols or logos incorporating "California Microwave" (the Initial Closing Date"Excluded Intellectual Property"); (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in and similar type investments, such bank accounts or in Seller’s possession in transit to any such bank accountas certificates of deposit, treasury bills and other marketable securities; (c) all accounts receivable books and other receivables records relating to or used in the business of Seller and not primarily relating to or any of the Retained Subsidiaries, whether or not related to used in the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rightsinsurance policies maintained by Seller and all rights of action, privileges lawsuits, claims and demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies, except to the extent the coverage thereof remains available after the Closing for claims under relating to the Shared ContractsAssets or Assumed Liabilities; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13corporate-level intercompany accounts receivable from Seller; (f) all corporate records rights to causes of action, lawsuits, claims and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively demands of any nature available to or being pursued by Seller with respect to the Business Employees Excluded Assets or the transfer of which is prohibited by applicable LawExcluded Liabilities; (g) all assets relating to corporate shared services rights, title and interest of Seller in and to prepaid Taxes of the Business and any claims for any refund, credit, rebate or otherwise used abatement with respect to perform Taxes of the services to be provided pursuant Business for any period or portion thereof through the Closing Date, and any interest payable with respect thereto, except to the Transition Services Agreementextent such amounts are reflected on the September Balance Sheet; (h) all Intellectual Property Rights other than accounts receivables and interest receivables with LinkSat Brazil Sistemas de Communicacao Ltda existing on the Transferred Business Intellectual Propertydate hereof as listed on the Adjusted April Balance Sheet in the amounts of $5,763,000 and $518,000, respectively (collectively, the "LinkSat Receivables"); (i) all goodwill on the books and records of the Employee Plans and assets relating Seller not related to the Employee Plans, except as expressly set forth in Section 8.01(h);Business or the Assets; and (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)1.2.

Excluded Assets. The Parties Notwithstanding anything herein to the contrary, Buyer expressly understand understands and agree that, other than agrees that the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets Sellers and properties shall instead be retained by Seller and the Retained Subsidiaries their respective Affiliates (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding or augmenting excluded from the definition of Purchased Assets in any way by implication or otherwise):Assets: (a) except as set forth in ‎Section 2.01(h), all assets of every kind cash and nature used in cash equivalents other than the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateIncluded Cash; (b) all bank accounts of Seller permits and of any licenses not used or held for use primarily in the conduct of the Retained Subsidiaries and all cash and cash equivalents related to Purchased Business or the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountPurchased Assets; (c) subject to ‎Section 2.01(o), the Insurance Policies; (d) all accounts receivable director and officer insurance policies and claims thereunder; (e) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, and all personnel files (except as set forth in ‎Section 2.01(l)) and minute books (and similar corporate records) of the Sellers and their Affiliates; (f) all rights of the Sellers arising under this Agreement or the transactions contemplated hereby (other receivables than the rights of Seller Alpha Natural Resources with respect to the Subsidiary Transfers, which shall constitute Purchased Assets); (g) all (i) refunds for Taxes incurred in a Pre-Closing Tax Period, including those relating to the Purchased Business or the Purchased Assets, and (ii) Tax Returns of the Sellers, in each case, together with all books and records (including working papers) exclusively related thereto (other than Tax Returns of a Continued Tax Group, which shall constitute Purchased Assets); (h) all Tax assets (other than any prepaid Taxes) and net operating losses of the Sellers (other than net operating losses or similar tax attributes of a Continued Tax Group, which shall constitute Purchased Assets); (i) subject to ‎Section 6.03, all Avoidance Actions, or proceeds thereof, against Persons not set forth on Schedule ‎2.01(n) and all Avoidance Actions, or proceeds thereof, that relate solely to the Excluded Assets; (j) all equity interests in the Subsidiaries of Alpha Natural Resources and all equity interests in ReorgCo Parent or ReorgCo; (k) the other assets, properties and rights set forth on Schedule ‎2.02(k) (the “Specifically Excluded Assets”); (l) the Leases (including all prepaid royalties and un-recouped minimum royalties thereunder) set forth on Schedule ‎2.02(l) (collectively, the “Excluded Leases”), and the Leased Real Property subject to the Excluded Leases; (m) all right, title and interest of the Sellers and their Affiliates now or hereafter existing, in, to and under all Contracts (including all collective bargaining agreements to which any of the Sellers or any of their Affiliates are bound), other than (i) the Retained SubsidiariesAssumed Leases, whether or not related to (i) the BusinessAssumed Contracts and (i) any contractual rights included in the Purchased Intellectual Property (collectively, including, the “Excluded Contracts”) (for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges operational permits and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or licenses are not addressed in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(hthis ‎Section 2.02(m); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesSeller Name; (o) Personal Information subject to ‎Section 5.04(b) and ‎Section 5.04(c), all of the Sellers’ and their Affiliates’ right, title and interest in, to and under any computer programs owned by any of the Sellers or any of their Affiliates, whether in respect of customers, except as expressly provided in Section 6.19source code or object code form (and including all related documentation); and (p) those all assets listed on Schedule 3.03(pand properties of the Sellers or any of their Affiliates that are not owned, held or used primarily in the conduct of the Purchased Business. Notwithstanding anything to the contrary in this Agreement, if any asset or property is specifically identified in Sections any of ‎2.01(a) through ‎2.01(v), a corresponding schedule or otherwise (e.g., by reference to the Liquidity Condition in ‎Section 2.01(d)), such asset or property will be deemed for purposes of this Agreement to be used or held for use primarily in the conduct of the Purchased Business and therefore will be a Purchased Asset.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and agree thatSellers shall retain all right, other than title and interest to, in and under only the Purchased Assetsfollowing assets, none properties, interests and rights of the assets and properties Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets any asset of every kind and nature used Sellers that otherwise would constitute a Purchased Asset but for the fact that it is sold or otherwise disposed of in the Retained Ordinary Course of Business or otherwise not used of Sellers and in conformity with the Business as conducted as terms and conditions of this Agreement, during the Initial time from the Agreement Date until the Closing Date, or Purchaser otherwise agrees to such disposition; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountCash and Cash Equivalents; (c) all trade and non-trade accounts receivable, notes receivable and other receivables negotiable instruments of Seller or Seller, including any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsintercompany Indebtedness; (d) all rights, privileges and claims under the Shared ContractsAll leases pertaining to railcars; (e) all insurance policies copies of any and all rightsinformation not relating to the Business that is stored on Sellers’ computer systems, claimsdata networks or servers; (f) all agreements and contracts of Sellers other than the Assigned Contracts; (g) all Documents and all personnel records of Sellers’ employees that Sellers is required by Law to retain and is prohibited by Law from providing a copy thereof to Purchaser; (h) all shares of capital stock or other equity interests issued by Sellers or securities convertible into, credits exchangeable or exercisable for any such shares of capital stock or other equity interests; (i) any avoidance claims or causes of action thereunder under the Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable laws, solely relating to Excluded Assets; (j) all Claims that Sellers may have against any Person solely with respect to any Excluded Assets or any Excluded Liabilities; (k) Sellers’ rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to Sellers in connection therewith with the transactions contemplated hereby, or any side agreement between Sellers and Purchaser entered into on or after the Agreement Date; (l) all current and prior director and officer insurance policies of the Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (m) the Sellers’ financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks that do not constitute Purchased Assets; (n) the properties and assets set forth on Schedule 1.2(n); and (o) all Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (p) all Pension Plans; (q) excluded inventory as set forth on Schedule 1.2(q); (r) except to the extent set forth in Section 6.13; (f) all corporate records and other documentson Schedule 1.2(r), books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any prepayments, refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or action, rights of recovery, rights of set-off against third parties and rights of recoupment relating to or arising from the Retained Business, in respect of an Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesAsset; (os) Personal Information in all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies); (t) all Tax assets, tax credits, net of customersany liability (including all state and federal Tax refunds (or the right to such state and federal refunds of Taxes, except as expressly provided in Section 6.19whether claimed or unclaimed) for all taxable periods (or portions thereof), whether ending on, prior to, or after the Closing Date; and (pu) those assets listed on Schedule 3.03(p)all of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in respect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to any Transferred Employee.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary in Section 3.1 or elsewhere in this Agreement, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or Assets shall not include any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such following assets, property and undertaking (the “Excluded Assets”), including which shall not form part of the following (it being acknowledged purchase and agreed that nothing in this Section 3.03 sale contemplated hereunder and shall be construed as expanding or augmenting remain the definition property of Purchased Assets in any way by implication or otherwise):the Vendor after Closing: (a) all assets of every kind and nature used in the Retained Business cash on hand or otherwise not used in the Business as conducted as of the Initial Closing Dateon deposit with banks or other depositaries; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountAccounts Receivable; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsPrepaid Expenses; (d) all rightsterm or time deposits, privileges guaranteed investment certificates, treasury bills and claims under the Shared Contractsother marketable securities; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except debts due to the extent set forth in Section 6.13Vendor from any shareholder, director, officer or employee of any such Vendor or any other person who does not deal at arm’s length with such Vendor; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively debts due to the Business Employees Vendor and any claims, suits or rights of action of any nature whatsoever of the transfer Vendor by or against any person with respect to the Vault Cash Program including all debts due to the Vendor and all of which is prohibited by applicable Lawthe Vendor’s claims, suits or rights of action pursuant to the Customer Contracts and Operating Contracts pertaining to the Vault Cash Program; (g) all assets relating to corporate shared services any claims, suits or rights of Seller or otherwise used to perform action of the services to be provided pursuant to the Transition Services AgreementVendor against ▇▇▇▇▇ ▇▇▇▇▇▇ and his heirs, executors and administrators; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Propertyinterest of any of the Vendor in any insurance policies, including the cash surrender value thereof; (i) all refundable Taxes previously paid by any of the Employee Plans Vendor and assets relating any claim or right of any such Vendor to the Employee Plansany refund of Taxes, except as expressly set forth in Section 8.01(h)together with any interest thereon; (j) all real property (or interest therein);the corporate and Tax records of the Vendor; and (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets property and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on in Schedule 3.03(p)8 attached hereto.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary contained in Section 1.1, the Assets shall exclude, without limitation, the following assets, properties and agree that, other than the Purchased Assets, none of the assets and properties (of any kind or nature) rights of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 all of which Excluded Assets shall be construed as expanding or augmenting the definition of Purchased Assets in any way retained by implication or otherwise):Seller: (a) all assets of every kind any cash, bank deposits and nature used cash equivalents (excluding, in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Dateeach case, Security Deposits); (b) all bank accounts of Seller any assets, rights, claims, and of any of the Retained Subsidiaries and all cash and cash equivalents related interests expressly excluded pursuant to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountprovisions of Section 1.1 above; (c) all accounts receivable and leases, subleases, licenses or other receivables agreements under which any Seller uses or occupies or has the right to use or occupy, now or in the future, any real property which is not the subject of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsan Assumed Lease; (d) all rightsfixed assets and Books and Records to the extent specifically identifiable to the ownership, privileges and claims under business or conduct of any Excluded Asset or any real property which is not the Shared Contractssubject of an Assumed Lease; (e) any capital stock or membership interests in other Persons held by Seller; (f) all insurance policies Contracts (including Real Property Leases) not listed on Schedule 1.1(a) or 1.1(b) (subject to the provisions of Section 1.8); (g) Seller’s rights under this Agreement and all cash and non-cash consideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (h) any letters of credit or similar financial accommodations issued to any third party(ies) for the account of Seller and all collateral or security of any kind posted with or held by any such third party in connection therewith; (i) all deposits and prepaid amounts of Seller held by or paid to third parties in connection with any Excluded Asset (including, without limitation, any deposits made by Seller with a utility pursuant to Section 366 of the Bankruptcy Code); (j) any real property or tangible or intangible personal property held by Seller pursuant to a lease, license or other Contract to the extent that the associated lease, license or other Contract is not among the Assets; (k) all rights, claims, credits and rebates of or causes with respect to (i) income Taxes that were paid or will be paid (whether prior to or after the Closing), and (ii) any taxes, assessments or similar charges paid by or on behalf of action thereunder or in connection therewith except any Seller to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively applicable to any period prior to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyClosing; (l) all Property Tax refunds assets of Seller’s Benefit Plans; (m) insurance proceeds, claims and causes of action with respect to or arising in connection with (A) any Contract which is not an Assumed Contract, (B) any item of tangible or intangible property that is not an Asset or (C) Seller’s directors and officers liability insurance policies and any “tail” policies Seller may obtain with respect to such policies; (n) any Real Property Lease or other Contract which is not assumable and assignable as a matter of applicable law (including, without limitation, any with respect to which any consent requirement in favor of the Purchased counter-party thereto may not be overridden pursuant to Section 365 of the Bankruptcy Code); (o) all securities, whether capital stock or debt, of Seller; (p) tax records, minute books, stock transfer books and corporate seals of Seller, except to the extent relating to the Assets and all or Assumed Liabilities; (q) any intercompany claims, rights obligations, and receivables between or interests in or to among Seller and any refunds, credits, rebates, abatements or other recovery for Taxes Affiliate of Seller; (in each case r) except to the extent such Property Taxes is an Asset or relates to the Assets or Assumed Liabilities, any writing or other Taxes item (including, without limitation, email correspondence) that (A) if transferred would violate any Person’s privacy rights or (B) are Presubject to any attorney-Closing Taxes and were paid prior to the Initial Closing orclient, if paid following the Initial Closing, to the extent paid work product or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) similar privilege with respect to Taxes for any Tax period (or portion thereof), work performed in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result anticipation of or in connection with obtaining such refundthe preparation or administration of the Bankruptcy Case; (is) other than the Included Avoidance Actions, all attorney-client privilege of the rights and attorney work-product protection claims of Seller for preference or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject avoidance actions available to the attorney-client privilege Seller under the Bankruptcy Code, of whatever kind or nature, including, without limitation, those set forth in Sections 544 through 551 and work-product protection described in subsection (i); any other applicable provisions of the Bankruptcy Code, and (iii) any related claims and actions arising under such sections by operation of law or otherwise, including any and all documents maintained by Seller in connection with proceeds of the transactions contemplated by this Agreementforegoing; (nt) except to the extent such is an Asset or relates to the Assets, all rights, claims, counterclaims, credits, claims and causes of action of Seller against officers, directors, members, principals, agents, and representatives of such Seller (whether current or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesformer); (ou) Personal Information in respect of customers, except as expressly provided in Section 6.19the Non-Pharma Receivables; and (pv) those other assets of Seller, if any, listed on Schedule 3.03(p)1.2 attached hereto and incorporated herein by this reference.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding the foregoing, other than the Purchased Assets, none of Assets shall not include the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyerfollowing assets, which assets and properties shall instead be retained by Seller and otherwise relate to, or are used or held for use in connection with, the Retained Subsidiaries 17173 Business (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets any right, title and interest held by any Seller Group Company in and to the Equity Securities of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Dateany Person other than Kylie; (b) all bank accounts of Seller and of any of the Retained Subsidiaries Sellers’ bank accounts, and all cash, cash and equivalents, bank deposits or similar cash equivalents related to items of the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountSeller Group Companies; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or Contracts as set forth in Schedule 2.02(c) attached hereto that will not related be assigned to the Business, including, for Buyer Group (the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards“Excluded Contracts”); (d) all rightsAccounts Receivable of the Sellers arising with respect to goods or services provided during periods on or prior to December 31, privileges and claims under the Shared Contracts2011; (e) all insurance policies and all rightsthe corporate seals, claimsorganizational documents, credits minute books, stock books, Tax Returns, books of account or causes other records solely in respect of action thereunder or in connection therewith except the corporate organization of any of the Seller Group Companies, provided that if any of the foregoing records relates to the extent set forth in Section 6.1317173 Business, a copy of such records shall be provided to the Buyer Group at the Closing; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively intercompany receivables or rights to the Business Employees or the transfer of which is prohibited by applicable Lawintercompany payments; (g) all assets relating to corporate shared services of Seller insurance policies or otherwise used to perform the services to benefits as set forth in Schedule 2.02(g) attached hereto that will not be provided pursuant assigned to the Transition Services AgreementBuyer Group; (h) all Intellectual Property Rights other than Permits which are held by any of the Transferred Sellers and required for the conduct of the 17173 Business Intellectual Propertyas conducted by the Sellers or for the ownership and use of the Purchased Assets prior to the Closing and which are not legally transferrable to the Buyers under PRC law; (i) all of the Employee Plans assets, properties and assets relating to the Employee Plans, except as expressly rights specifically set forth in Section 8.01(hon Schedule 2.02(i);; and (j) all real property (the rights which accrue or interest therein); (k) all rights of Seller or any of will accrue to the Retained Subsidiaries arising Sellers under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Documents.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary contained herein, any and agree thatall of Seller’s right, other than title and interest in and to the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding or augmenting specifically excluded from, and shall not constitute, the definition of Purchased Assets in any way by implication or otherwise):Assets: (a) Any and all assets of every kind and nature used in related to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller Benefit Plans; (b) Any and all bank accounts of loans and advances, if any, by the Seller and of to any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountits Affiliates; (c) Any and all accounts receivable and Intellectual Property, other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by than the Business for products or services provided prior to Intellectual Property and the Initial Closing Date or for Transferred Names, Copyrights and Trademarks included in the sale of the Redeemable Gift CardsPurchased Assets; (d) Any and all rights, privileges and claims under Contracts other than the Shared Assigned Contracts; (e) Except for the Leased Real Property, all insurance policies owned and all rights, claims, credits or causes of action thereunder or leased real property and other interests in connection therewith except to the extent set forth in Section 6.13real property; (f) Any and all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees refunds or the transfer credits of which is prohibited by applicable Lawor against Excluded Taxes; (g) all assets relating Tax Returns and other books and records related to corporate shared services of Taxes paid or payable by Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany of its Affiliates; (h) Any and all Intellectual Property Rights other than the Transferred Business Intellectual PropertyCash Amounts; (i) Any and all of the Employee Plans insurance policies and assets binders and interests in insurance pools and programs and self-insurance arrangements whether or not relating to the Employee PlansBusiness, except as expressly set forth in Section 8.01(h)for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (j) Any and all real property (or interest therein);non-transferrable Business Permits; and (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets Any and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than not specifically included in the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or Assets. The Parties acknowledge and agree that neither Purchaser nor any of its Affiliates (including Subsidiaries will acquire or be permitted to retain any direct or indirect right, title and interest in any Excluded Assets. For the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result avoidance of or doubt, no right, title and interest in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection Intellectual Property described in subsection (i); and (iii) all documents maintained this Section 2.5 are being acquired by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Purchaser.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets, properties and agree that, other than the Purchased Assets, none rights of the assets and properties Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind ownership and nature used in other rights with respect to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller Benefit Plans; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related License that by its terms is not transferable to the Business to the extent Purchaser, including those indicated on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountSchedule 4.24 as not being transferable; (c) all accounts receivable and other any receivables of (i) from either Seller or any Affiliate of the Retained Subsidiaries, whether either Seller or not related (ii) relating to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsJWWTP; (d) all rightsthe charter documents of the Sellers and the minute books, privileges stock ledgers, Tax Returns, books of account and claims under other constituent records relating to the Shared Contractscorporate or other organization of the Sellers; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except the rights that accrue to the extent set forth in Section 6.13Sellers hereunder; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not except as relating exclusively to the Business Employees Deposits, any prepaid insurance, cash, cash equivalents or marketable securities and all rights to any bank accounts of the transfer of which is prohibited by applicable LawSellers; (g) all assets relating to corporate shared services trademarks, tradenames, service marks, service names and logos referencing the names of Seller the Sellers or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementtheir Affiliates; (h) all Intellectual Property Rights assets, properties, goodwill and rights used in or associated with any business or operations of the Sellers other than the Transferred Business Intellectual PropertyBusiness; (i) all of books, records, files and data to the Employee Plans and assets extent relating to the Employee PlansExcluded Assets or the Retained Liabilities (collectively, except as expressly set forth in Section 8.01(hthe “Retained Books and Records”); (j) all real property (rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or interest therein)being pursued by either Seller against any Person or Persons, including the Person or Persons that caused or is otherwise responsible for the damage to the BFG Dock Facilities existing prior to the Closing; (k) all rights of Seller or any to claims for insurance (i) in respect of the Retained Subsidiaries arising under damage to the Transaction Documents or BFG Dock Facilities existing prior to the transactions contemplated therebyClosing, (ii) in respect of damage caused by Hurricane Rit▇ ▇▇ (iii) otherwise, except as provided for in Section 6.13; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiariesasset specifically identified on Schedule 2.3(l), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (im) all attorneyassets and rights (including easement, lease-client privilege hold, access and attorney work-product protection of Seller other rights and interests) retained by the Sellers in any Commercial Agreement, the Bil▇ ▇▇ Sale, the Assignment and Assumption Agreement or associated with the Business as a result of legal counsel representing Seller other deeds or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreementconveyancing instruments; (n) all rights, claims, counterclaims, credits, causes of action the properties and assets that shall have been transferred or rights disposed of set-off against third parties relating by either Seller or any Affiliate of either Seller prior to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesClosing not in violation of this Agreement; (o) Personal the Excluded Software License Agreements, the Excluded Information in respect of customersTechnology Hardware, except as expressly provided in Section 6.19; andand the Seller Proprietary Software; (p) those assets listed on Schedule 3.03(p)the Seller Retained Easements; (q) all of the Sellers’ rights and any of their Affiliates’ rights under the Texaco Agreement; (r) the Excluded Computer Data and (s) all rights in respect of deferred Tax assets.

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of WTGS TV, the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and their respective Affiliates (whether or not included in the Retained Subsidiaries Option Assets) (all such assets, the “Excluded Assets”), including ) shall not be acquired by Buyer and are excluded from the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):Station Assets: (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateCash and Cash Equivalents of WTGS TV, the LIN Companies, the Seller or any of their Affiliates; (b) all bank and other depository accounts of Seller and of WTGS TV, the Seller, the LIN Companies or any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accounttheir Affiliates; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related insurance policies relating to the BusinessStation, includingand all claims, for the avoidance credits, causes of doubtAction or rights, credit card accounts receivable generated by the Business for products or services provided prior including rights to the Initial Closing Date or for the sale of the Redeemable Gift Cardsinsurance proceeds, thereunder; (d) all rights, privileges interest in and claims under to refunds of Taxes relating to Pre-Closing Tax Periods or the Shared Contractsother Excluded Assets; (e) all insurance policies and all rights, claims, credits or causes any cause of action thereunder or in connection therewith except claim relating to any event or occurrence prior to the extent set forth Effective Time (other than as specified in Section 6.13Schedule 2.02(e)); (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable LawAccounts Receivable; (g) all assets relating to corporate shared services intercompany accounts receivable and intercompany accounts payable of WTGS TV and its Affiliates and the Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementand its Affiliates; (h) all Intellectual Property Rights other than (i) books, records, files and papers, whether in hard copy or computer format, relating to the Transferred Business Intellectual Propertypreparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of WTGS TV, the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Employee Plans Ancillary Agreements or the transactions contemplated hereby and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)thereby; (j) all real property (any Station Asset sold or interest therein)otherwise disposed of prior to Closing as permitted hereunder; (k) all rights of Seller or any of Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby“Excluded Contracts”); (l) all Property Tax refunds with respect to the Purchased Assets and all claimsother than as specifically set forth in Article VIII, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), Employee Plan and any other Tax assets of Seller or any Employee Plan sponsored by WTGS TV the Retained Subsidiaries and their Affiliates (other than Seller, the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer LIN Companies or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundtheir Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of WTGS TV’s or the Seller’s, as applicable, rights, title and interest in and to (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller WTGS TV’s or the Business in connection with Seller’s name, service names and trade names (including, without limitation, the transactions contemplated by this Agreement; names “▇▇▇▇▇▇▇”, “Media General” or “LIN Media”), (ii) all documents subject to URLs and internet domain names consisting of or containing any of the attorney-client privilege and work-product protection described in subsection (i)foregoing; and (iii) all documents maintained by Seller in connection with any variations or derivations of, or marks confusingly similar to, any of the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19foregoing; and (p) those all real and personal, tangible and intangible assets listed on Schedule 3.03(p)of WTGS TV, the Seller, the LIN Companies and their Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of WTGS TV and its Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of WTGS TV, the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of WJCL Savannah, Georgia.

Excluded Assets. The Parties Notwithstanding anything to the contrary contained herein, Buyer expressly understand understands and agree that, other than agrees that the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Sellers (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding or augmenting retained by the definition of Sellers, and shall be excluded from the Purchased Assets in any way by implication or otherwise):Assets: (a) Except as specifically set forth in Section 5.7, any and all assets of every kind and nature used in related to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateBenefit Plans; (b) Any and all bank accounts of Seller loans and of advances, if any, by the Sellers to any of the Retained Subsidiaries and all cash and cash equivalents related their Affiliates or otherwise to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountBusiness; (c) Any and all accounts receivable Intellectual Property, other than the Business Intellectual Property; (d) Any and all Contracts, other than the Specified Business Contracts and the leases relating to the Transferred Leased Property; (e) Except as expressly included in clause (b) of Section 2.4, any and all owned and leased real property and other receivables interests in real property; (f) Any and all refunds of Seller or credits against Excluded Business Taxes to which Sellers are entitled pursuant to Section 6.4; (g) Tax Returns and other books and records related to Taxes paid or payable by Sellers or any of their respective Affiliates that are not Purchased Assets pursuant to Section 2.4(i); (h) Any and all Cash Amounts (other than any Cash Amounts of the Retained SubsidiariesPurchased Companies and their Subsidiaries as of immediately prior to the Closing); (i) Except as set forth in Section 5.10, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, includingfor all periods before, for through and after the avoidance of doubtClosing, credit card accounts receivable generated by the Business for products including any and all refunds and credits due or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) become due thereunder and any and all rightsclaims, privileges rights to make claims and claims under the Shared Contracts; (e) all rights to proceeds on any such insurance policies for all periods before, through and all rights, claims, credits or causes of action thereunder or in connection therewith except to after the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Closing; (j) all real property the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (or interest therein)the “Jacksonville Site”) and any Contract relating to the cleanup of the Jacksonville Site; (k) all rights of Seller or any of The assets included in the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby;Specified Assets and Liabilities; and (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests The assets listed in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased SubsidiariesSection 2.5(l) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer Seller Disclosure Schedules or any Section 3.8(b) of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Disclosure Schedules.

Excluded Assets. The Parties expressly understand Notwithstanding anything contained in this Agreement to the contrary, the following assets, properties and agree that, other than the Purchased Assets, none of the assets and properties (of any kind or nature) rights of Seller or any of relating to the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Product (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding or augmenting excluded from and shall not constitute any part of the definition of Purchased Assets in any way by implication or otherwise):Acquired Assets: (ai) all assets of every kind cash and nature used in the Retained Business or otherwise not used in the Business as conducted as cash equivalents of the Initial Seller or its Affiliates; (ii) accounts receivable, notes receivable and other indebtedness due and owed by any third party to the Seller and its Affiliates arising or held in connection with the Product on the Closing Date; (biii) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related Seller’s customer contracts relating to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountProduct; (civ) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsInventory; (dv) all rights, privileges the Pending Purchase Orders and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Manufacturing Agreement; (hvi) all Intellectual Property Rights other than any trade dress (including Seller’s trademarks) used in connection with the Transferred Business Intellectual PropertyProduct; (ivii) all of the Employee Plans and assets any Governmental Authorizations held by Seller relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates its business (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees ANDA or other costs Government Authorizations solely related to the Acquired Assets). Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Buyer Exchange Act of 1934, as amended. (viii) all past, present, and future claims, causes of action and, choses in action, rights of recovery, rights of settlement or rights of any kind of Seller and its Affiliates (including A) accruing prior to the Purchased SubsidiariesClosing Date, and (B) reasonably attributable against any third party relating to or reasonably incurred any Excluded Liability or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of any liability for which Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by is responsible under this Agreement; (nix) all rightsrights to tax refunds, claimscredits or similar benefits relating to the Acquired Assets attributable to periods, counterclaimsor portions of periods, credits, causes ending before the Closing Date; (x) all current and prior insurance policies of action or Seller related to the Acquired Assets and all rights of setany nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance policies; and (xi) The minute books, corporate records, tax records and tax-off against third parties related documents of Seller and the books and records of Seller relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything herein to the contrary, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or Acquired Assets shall not include any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries following (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in each Seller’s rights under this Agreement (including the Retained Business or otherwise not used in right to receive the Business as conducted as of the Initial Closing DatePurchase Price delivered to Sellers pursuant to this Agreement); (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on equivalents, including checks, commercial paper, treasury bills, certificates of deposit in such and other bank deposits, securities, securities entitlements, instruments and other investments of Sellers and all bank accounts or in Seller’s possession in transit to and securities accounts, including any such bank accountcash collateral that is collateralizing any letters of credit; (c) all accounts receivable Documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Case or the Canadian Proceedings, all minute books, corporate records (such as stock registers) and other receivables organizational documents of Seller or any of Sellers and the Retained Subsidiaries, whether or Tax Returns, other Tax work papers, and all other Documents not related to the Business, including, for Products or the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsAcquired Assets; (d) all rightsany Contract that is not an Assigned Agreement, privileges and claims under including the Shared ContractsContracts listed or described on Schedule 2.2(d), which Schedule may be modified from the Effective Date through one (1) Business Day prior to the Sale Hearing in accordance with Section 7.7; (e) all insurance policies and all rightsany Tax refunds, claims, rebates or credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13Sellers; (f) all corporate records Claims and other documents, books, records, customer lists, and databases Proceedings of Sellers (other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawthose described in Section 2.1(h)); (g) all Seller Employees and all of the funding vehicles and assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany Benefit Plan; (h) all Intellectual Property Rights other than the Transferred Business Intellectual PropertyAvoidance Actions or similar Proceedings, including but not limited to Proceedings under Sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code; (i) all of any security deposits or pre-paid expenses not associated with the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Acquired Assets; (j) all real property insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights to proceeds thereof (or interest thereinother than as described in Section 2.1(h)); (k) all rights shares of capital stock or other equity interests of any Seller or Retained Subsidiary or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any of the Seller or Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebySubsidiary; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundEquipment; (im) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this AgreementAccounts Receivable; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesReal Property; (o) Personal Information in respect any assets, properties and rights of customersany Sellers other than the Acquired Assets, except as expressly provided in Section 6.19including those set forth on Schedule 2.2(o); (p) the Excluded Intellectual Property; and (pq) those assets listed on Schedule 3.03(p)the Intercompany Loan and all interest thereon.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, Sellers shall retain only the properties and agree that, other than the Purchased Assets, none assets of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Sellers set forth below (all such assets, properties and assets not being acquired by Buyer being herein referred to as the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"EXCLUDED ASSETS"): (a) all Sellers' cash held in the bank accounts listed on Schedule 1.2 (a) on the Closing Date, and the assets of every kind Sellers set forth on Schedule 1.2(a) (and nature used in any proceeds from the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Datedisposition thereof); (b) other than as set forth in Section 1.1(n), all bank accounts of Seller Sellers' rights to insurance proceeds or other Contracts of insurance or indemnity (or similar agreement) recoveries, including, without limitation, Sellers' Directors, Officers and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountCorporate Liability Insurance Policy; (c) all accounts receivable and other receivables rights to or Claims for refunds, overpayments or rebates of Seller Taxes, as well as any rights to drawbacks, rebates or any of the Retained Subsidiaries, whether or not reimbursements related to the Business, including, duties imposed on imported steel for the avoidance of doubt, credit card accounts receivable generated by the Business for products periods (or services provided portions thereof) ending on or prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsDate; (d) all rights, privileges and claims Claims (i) arising under the Shared ContractsBankruptcy Code or under similar state law, (ii) filed or commenced in any court by Sellers as a plaintiff or (iii) not relating to any Acquired Asset or any Assumed Liability, including but not limited to claims arising from or related to sections 544 through 550 of the Bankruptcy Code; (e) all insurance policies and all rightsany asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, claims, credits leased or causes otherwise disposed of action thereunder or in connection therewith except to during the extent set forth in Section 6.13time from the Execution Date until the Closing Date; (f) all corporate records and other documentsContracts that are not Acquired Contracts, booksincluding, recordswithout limitation, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawthose listed on Schedule 1.2(f); (g) all assets relating amounts due to corporate shared services Sellers from any Affiliate of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany Seller; (h) all Intellectual Property Rights books, files and records owned by Sellers that relate to current or former employees and other than personnel, including, without limitation, books, files and records that are related to medical history, medical insurance or other medical matters and to workers' compensation and to the Transferred Business Intellectual Propertyevaluation, appraisal or performance of current or former employees and other personnel of Sellers (collectively, the "EMPLOYMENT RECORDS"); (i) all of the Employee Plans and assets relating to the Employee Plans, except other than as expressly set forth in Section 8.01(h1.1(q), all (i) shares of capital stock or equity or other ownership interest of any Seller in any other Person and (ii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to any of the Excluded Assets or to the organization, existence or capitalization of Sellers or of any other Person; (j) all real property Employee Benefit Plans sponsored by any Seller or any of the Sellers' ERISA Affiliates (collectively, the "SELLERS CONTROLLED GROUP") or interest therein);their respective predecessors or with respect to which the Sellers Controlled Group or their respective predecessors has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of any Seller or any of the Sellers' ERISA Affiliates or their respective predecessors (collectively, the "SELLERS BENEFIT PLANS") and all insurance policies, fiduciary liability policies, benefit administration contracts, actuarial contracts, trusts, escrows, surety bonds, letters of credit and other contracts primarily relating to any Sellers Benefit Plan; and (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed set forth on Schedule 3.03(p1.2(k).

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding the foregoing, other than the Purchased Assets, none of Assets shall not include the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business accounts or notes receivable held by a Seller related to or otherwise not used in generated by the Business as conducted as Business, and any security, claim, remedy or other right related to any of the Initial Closing Dateforegoing (“Accounts Receivable”); (b) all bank accounts right, title and interest of each Seller and of any of under all Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account“Excluded Contracts”); (c) all accounts receivable and the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other receivables records having to do with the corporate organization of Seller or any and duplicate copies of such records as are necessary to enable the Retained Subsidiaries, whether or not related Sellers to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsfile Tax Returns and reports; (d) all rightsamounts deposited in and the assets of all Benefit Plans and all rights in connection with any trusts, privileges and claims under insurance, arrangements, or other assets held pursuant to, or set aside to fund the Shared Contractsobligations of Sellers under, any Benefit Plans; (e) all insurance policies the assets, properties and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent rights specifically set forth in Section 6.13on Schedule 2.02(e); (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively any Tax refund or credit related to the Business Employees Business, the Purchased Assets or the transfer of which is prohibited by applicable LawAssumed Liabilities that arose before the Closing Date for any taxable period (or portion thereof) ending on or before the Closing Date; (g) all of the assets relating to corporate shared services of Seller Sellers that are not used or otherwise used to perform the services held for use in (or intended to be provided pursuant used in), generated by or related to the Transition Services AgreementBusiness; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property;equity interests owned by UGC in Uncommon Investment Advisors LLC, UGIV and UW; and (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (rights which accrue or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or will accrue to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to Seller under this Agreement and the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Ancillary Documents.

Excluded Assets. The Parties expressly understand Purchaser and the Seller acknowledge and agree that, other than that the Purchased Assets, none of Seller does not agree to sell to the assets Purchaser and properties (of any kind or nature) of the Purchaser does not agree to purchase from the Seller or any of its Subsidiaries other than the Retained Subsidiaries shall be soldTransferred Entities any right, conveyedtitle or interest in, transferred to and under any asset, property or assigned to Buyer, which assets and properties shall instead be retained by Seller right other than the Equity Interests and the Retained Subsidiaries (all such Purchased Assets. Without limiting the generality of the foregoing, the Purchased Assets do not include any right, title or interest in, to or under any of the following assets, properties or rights of the Seller or any of its Subsidiaries other than the Transferred Entities (the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (ai) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (cii) any cash, other than Permitted Cash as of the Effective Time; (iii) any securities, stock, membership or equity interests or similar ownership rights in any Person, other than the Equity Interests; (iv) with respect to the Purchased Assets, any rights to Tax refunds or credits relating to any Tax for any Pre-Closing Period (other than any Tax refunds or credits in respect of Taxes reflected or accounted for in Closing Net Working Capital); (v) the company seal, minute books, charter documents, stock or equity record books and such other books and records pertaining to the organization, existence or capitalization, as well as any other records or materials generally, in each case, not involving or related to, the Purchased Assets or the operations of the Business; (vi) all accounts receivable Excluded Intellectual Property, except as expressly licensed pursuant to Section 5.10; (vii) the Headquarters Lease (other than any sublease thereof contemplated pursuant to Section 5.12); (viii) any rights of the Seller under this Agreement and the Ancillary Agreements; (ix) except as otherwise expressly provided in this Agreement, any current and prior insurance policies and any rights of any nature with respect thereto; (x) any claims, defenses, causes of action, choses in action, rights of recovery for reimbursement, contribution, refunds, indemnity or other receivables of similar payment recoverable by the Seller from or against any third party to the extent related to any Excluded Liabilities; (xi) except for the IT Assets included in the Purchased Assets, the IT Assets owned or used by the Seller or any of the Retained Subsidiariesits Affiliates, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise including those used to perform the provide services to be provided pursuant to under the Transition Services Agreement; (hxii) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (iA) all attorney-client privilege and attorney work-product protection of the Seller or associated with the Business as a result of legal counsel representing the Seller or the Business in connection with the transactions contemplated by this Agreement, the process conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; (iiB) all documents subject to the attorney-client privilege and work-product protection described in subsection the immediately preceding clause (iA); and (iiiC) all documents maintained prepared by the Seller or any of its Representatives, or received by the Seller or any of its Representatives from any Person, in connection with the transactions contemplated by this Agreement, the process conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; provided, however, that the Purchaser shall be entitled to assert (but not, for the avoidance of doubt, to waive) any such privilege or protection in connection with any third party claim not involving the Seller or any of its Affiliates (including for this purpose any ESL Person), on the one hand, and the Purchaser or any of its Affiliates (including for this purpose any Vintage Person), on the other hand; (nxiii) all rights, claims, counterclaims, credits, causes any Employee Plan (other than a Company Employee Plan) and any assets of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19any such Employee Plan; and (pxiv) those assets listed on Schedule 3.03(pall rights in respect of any loans made by the Seller or any of its Subsidiaries to current or former employees of the Seller and its Subsidiaries, other than current or former Business Employees. For the avoidance of doubt, subject to Section 5.7(a), the Excluded Assets do not include any assets, properties or rights of the Transferred Entities.

Excluded Assets. The Parties expressly understand and agree that, other than Notwithstanding the Purchased Assets, none generality of Section 2.1 the following assets are not a part of the assets sale and properties purchase contemplated by this Agreement, and are excluded from the Assets (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) any and all assets of every kind and nature used in Contracts other than the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateAssumed Contracts; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountAccounts Receivable; (c) the Purchase Price and all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardscash in Sellers’ possession; (d) all rights, privileges and claims under the Shared ContractsAvoidance Actions; (e) all insurance policies proceeds and all rightsclaims for refund or credit of Taxes and other Governmental Authority charges of whatever nature, claimsand any other Tax benefits, credits arising out of or causes attributable to any period of action thereunder or time in connection therewith except to the extent set forth in Section 6.13Pre-Closing Tax Period; (f) all corporate books and records and other documentsof Sellers, including financial records, minute books, recordsstock transfer books, customer listsany corporate seals of Sellers and all other corporate books and records relating to Sellers’ organization and existence, and databases Documents (i) related to any Excluded Assets or Excluded Liabilities (including, without limitation, those which are subject to attorney-client or other than privilege), (ii) which Sellers are required by Law to retain in its possession, (iii) prepared primarily in connection with the Business RecordsTransactions, all employee (iv) relating to personnel records and files of current or former employees of Sellers who do not become employees of Purchaser, (v) relating exclusively to the Business personnel records of Employees but which Sellers are prohibited by Law (or Contract) from providing to Purchaser or the transfer of which would require Employee consent or (vi) any records, data, customer information or any other item that is part of the customer database which Sellers are prohibited by applicable LawLaw (or Contract) from providing to Purchaser or the transfer of which would require consent if the required consent has not been provided; (g) all assets relating to corporate shared services Claims, rights of Seller action, suits or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementproceedings, whether in Law or in equity, whether known or unknown, that Sellers or Sellers’ bankruptcy estates may hold against any third party; (h) all Intellectual Property Rights other than tax sale certificates owned by any of the Transferred Business Intellectual PropertySellers; (i) all rights or assets of the Employee Plans and assets any Seller relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) any employee benefit plan and all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller any employee benefit plan (including any insurance policies, annuity contracts or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiariesassets held in trust) with respect sponsored, maintained or contributed to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of Seller for the Buyer or any benefit of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to current or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)former employees.

Excluded Assets. The Parties expressly understand and agree that, Purchased Assets do not include any property or assets of Seller other than as described in Section 2.2 and, notwithstanding any provision to the contrary in Section 2.2 or elsewhere in this Agreement, the Purchased Assets, none of Assets do not include the following property or assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetsassets excluded pursuant to this Section 2.3, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind Cash and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateCash Equivalents; (b) all bank accounts certificates of Seller deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit other debt or equity interest in such bank accounts or in Seller’s possession in transit to any such bank accountPerson; (c) all accounts receivable assets used by Seller in performing corporate, support, administrative and other receivables of Seller or any of the Retained Subsidiariesservices, whether or which assets are not related to utilized primarily by the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges intercompany receivables and claims under the Shared Contractsloans; (e) all insurance policies and all rightsBusiness Agreements other than the Purchased Business Agreements, claimsincluding, credits or causes of action thereunder or in connection therewith except to the extent without limitation, those set forth in Section 6.13on Schedule 2.3(e) (the “Retained Agreements”); (f) all corporate records any assets that have been disposed of in the ordinary course of business and other documents, books, records, customer lists, in compliance with this Agreement after the date hereof and databases other than the Business Records, all employee records and files not relating exclusively prior to the Business Employees or the transfer of which is prohibited by applicable LawEffective Time; (g) all assets relating books and records other than the Documents; provided, that with respect to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant any such books and records that contain information pertinent to the Transition Services AgreementBusiness and the Retained Business, Seller shall permit Buyer to make copies (at its expense) of such books and records, subject to any applicable redactions of information that does not relate to the Business; (h) all any Seller Marks and any other Intellectual Property Rights or rights therein or related to any business of Seller or any of its Affiliates other than the Transferred Business Intellectual Propertyand the Assigned IP; (i) any refund or credit, claim for refund or credit or rights to receive refunds or credits with respect to Taxes paid or payable by or on behalf of Seller or any Affiliate of Seller, whether such refund is received as a payment or as a credit, abatement or similar offset against future Taxes payable (except to the extent any such refund or credit relates to Taxes borne by Buyer pursuant to Section 7.9); (j) except to the extent expressly provided in Section 2.2(g), all Claims of Seller against any Person; (k) all rights, Claims, credits and defenses to the extent relating to any other Excluded Asset or any Excluded Liability, including any such items arising under insurance policies, guarantees, warranties, indemnities and similar rights in respect of any such Excluded Asset or any Excluded Liability, whether arising before, on or after the Effective Date; (l) all insurance policies, and rights thereunder, including any such policies and rights in respect of the Purchased Assets, the Assumed Obligations or the Business and including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, whether arising before, on or after the Effective Date other than as provided for in Section 7.13; (i) all of Tax Returns and any related or supporting information, (ii) Documents prepared in connection with the Employee Plans transactions contemplated hereby, including bids received from other Persons and assets analyses relating to the Employee PlansBusiness and (iii) file copies of any Documents retained by Seller, except as expressly set forth in Section 8.01(h)each case, whether before, on or after the Effective Date; (j) all real property (or interest therein); (kn) all rights of Seller or its Affiliates under any confidentiality, non-use or similar contract, agreement or understanding with any employee or contractor of Seller or its Affiliates to the extent that such rights do not primarily relate to the Business, whether arising before, on or after the Effective Date; (o) all financial and Tax records relating to the Business and the Purchased Assets to the extent that they constitute a part of the general ledger of Seller or any of its Affiliates, whether before, on or after the Effective Date; provided, that with respect to any such financial and Tax records that contain information pertinent to the Business and the Retained Business, Seller shall permit Buyer to make copies (at its expense) of such books and records, subject to any applicable redactions of information that does not relate to the Business; (p) the rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated hereby and thereby; (lq) except as otherwise expressly provided in Section 7.10(d), Section 7.11(d) or Section 7.11(e), all Property Tax refunds with respect to the Purchased Assets Benefit Plans and all claims, rights assets under or interests in or relating to any refundsBenefit Plan; (r) any properties, creditsassets, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes goodwill and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets rights of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including of whatever kind and nature, real, personal or mixed, tangible or intangible that are not used primarily in, or that do not arise primarily out of, the Purchased Subsidiaries) reasonably attributable to operation or reasonably incurred conduct of the Business, whether arising before, on or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundafter the Effective Date; (is) all attorney-client privilege and attorney work-product protection goodwill of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject except, solely for Tax purposes, to the attorney-client privilege and work-product protection described extent of any amount allocated to goodwill in subsection (ian Allocation Schedule); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (nt) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from any information technology and communications equipment other than the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19IT Assets; and (pu) those the assets listed and other rights set forth on Schedule 3.03(p2.3(u).

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall not be acquired by Buyer and shall be sold, conveyed, transferred or assigned to Buyer, which deemed excluded assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets Seller’s minute books, organizational documents, and such other books and records of every kind Seller pertaining to the ownership, organization or existence of Seller and nature used in duplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any other books and records of Seller not related to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateBusiness; (b) all bank accounts any claim, right or interest of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountprepayment, refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom; (c) all accounts receivable Contracts other than Assumed Contracts, and other receivables any assets of Seller or subject to any Contract of the Retained Subsidiaries, whether or Seller that is not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsan Assumed Contract; (d) all rightsnon-assignable licenses, privileges permits and claims under the Shared Contractsauthorizations; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except relating to the extent set forth in Section 6.13Business and those claims of Seller under the insurance policies included within the Excluded Assets; (f) all corporate records Benefit Plans (and other documentsall rights, books, records, customer listsclaims and defenses thereunder), and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees assets or the transfer of which is prohibited by applicable Lawfunds held in trust for or under such Benefit Plans; (g) all assets claims, causes of action and choses in action of Seller against third parties relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to Excluded Assets and the Transition Services AgreementExcluded Liabilities; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Propertyassets, properties and rights specifically set forth on Schedule ‎2.2(h); (i) all of the Employee Plans and assets relating rights which accrue or will accrue to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents this Agreement or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Related Documents.

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries Excluded Assets shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):consist of: (a) all assets cash on hand and in banks and cash equivalents (exclusive of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as letters of the Initial Closing Datecredit issued by customers of Seller to Seller); (b) all Seller’s bank accounts of Seller and of any (exclusive of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or referred to in Seller’s possession in transit to any such bank accountSection 2.3(c)), checkbooks and cancelled checks; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsthose contracts with Seller’s Affiliates set forth on Schedule 2.3(c) hereto; (d) all rightsrights in and to claims and litigation (and in each case benefits to the extent they arise therefrom) against third parties to the extent such claims and litigation are not primarily related to the Purchased Assets or the Assumed Liabilities, privileges and rights in and to claims under and litigation (and benefits to the Shared Contractsextent they arise therefrom) that relate to Excluded Liabilities; (e) all insurance policies Insurance Policies of Seller and all rights, claims, credits or causes of action thereunder or rights in connection therewith except to the extent set forth in Section 6.13therewith; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively rights arising from any refunds due with respect to insurance premium payments to the Business Employees or the transfer of extent they relate to Insurance Policies which is prohibited constitute Excluded Assets and refunds due from federal, state, local and/or foreign taxing authorities with respect to taxes heretofore paid by applicable LawSeller; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Seller’s rights under this Agreement; (h) Seller’s corporate charter and the organizational documents, minute and stock record books, corporate seal, Tax Returns (including supporting materials but excluding any documents relating to Seller’s rights under the Nebraska Agreement; provided, that copies of Tax Returns and such documents may be retained by Sellers), all Intellectual Property Rights other than original financial statements and supporting materials, all books and records Seller is required by law to retain, and all records of Seller relating to the Transferred Business Intellectual Propertysale of the Purchased Assets and any documents relating to any Excluded Assets; (i) all of any right or interest in and to any Tax Asset, other than Prepaid Taxes, for periods (or portions thereof) ending on or before the Employee Plans Closing Date and assets relating any rights under the Nebraska Agreement accruing on or prior to the Employee Plans, except as expressly set forth in Section 8.01(h)Closing Date; (j) each Plan, including all real property (or interest therein)assets related thereto; (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby;agreements set forth on Schedule 2.3(k); and (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing orassets, if paid following the Initial Closingany, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p2.3(l).

Excluded Assets. The Parties expressly understand Notwithstanding Section 2.1, all of the Sellers' and agree thattheir Subsidiaries' right, other than title and interest at the Closing in and to the following properties, assets and rights shall be excluded from the Purchased Assets, none of Assets and shall not be included in the assets and properties definition thereof (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “"Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"): (a) all assets of every kind and nature used in Contracts set forth on Schedule 2.2(a) (the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date"Excluded Contracts"); (b) all bank accounts any assets and associated claims arising out of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountExcluded Liabilities and/or Excluded Contracts; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Post-Closing Date or for the sale of the Redeemable Gift CardsClaims; (d) all rights, privileges refunds or credits of Taxes due to FWENC and claims under its Subsidiaries by reason of their ownership of the Shared ContractsPurchased Assets or operation of the Business to the extent attributable to any time or period ending at or prior to the Closing Date; (e) all insurance policies cash, cash equivalents (including restricted cash) and all rights, claims, credits or causes other short term investments of action thereunder or in connection therewith except to the extent set forth in Section 6.13Sellers and their Subsidiaries; (f) all corporate records and other documentsany claims, bookscounterclaims, recordsoffsets, customer listsdefenses or causes of action arising prior to the Closing Date, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees extent relating to, or arising from, the transfer of which is prohibited by applicable LawPurchased Assets or Assumed Liabilities; (g) all assets relating to corporate shared services owned or held under any Employee Benefit Plans including assets held in trust or insurance Contracts for the benefit of Seller any Employee Benefit Plan participants or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementbeneficiaries; (h) all Intellectual Property Rights other than right, title and interest in and to all properties, assets and rights of each of the Transferred Business Intellectual PropertySellers and their Subsidiaries that are not being transferred pursuant to Section 2.1; (i) all correspondence and documents, including the confidentiality agreements entered into by FWENC or any of its Affiliates, in connection with the sale of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Business; (j) all real property (or interest therein);loans and other advances owing by each Non-Transferred Employee to each Seller; and (k) all rights of Seller or any capital stock of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in of each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs outstanding membership interests of Hanford LLC and the Buyer or any capital stock of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege FWENC Massachusetts and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(pFWENC Ohio).

Excluded Assets. The Parties expressly understand Notwithstanding the foregoing, the Purchased Assets shall not include, and agree thatBuyer is not acquiring, any assets, properties, rights, interest, or claims of any kind or description of Seller or its Affiliates other than the Purchased Assets, none of the assets and properties Assets (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”). Without limiting the generality of the foregoing, including the following (it being acknowledged and agreed that nothing in this Section 3.03 Excluded Assets shall include, but not be construed as expanding or augmenting limited to, the definition of Purchased Assets in any way by implication or otherwise):following: (a) all assets of every kind cash and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Datecash equivalents; (b) all bank accounts of Seller and of any of Contracts (the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account“Excluded Contracts”); (c) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization or tax matters of Seller that are not required to use, practice or operate the Purchased Assets; (d) all benefit plans and assets attributable thereto; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) deposits held by Seller in connection with any Excluded Contracts; (g) all accounts or notes receivable held by Seller, and any security, claim, remedy or other receivables of Seller or right related to any of the Retained Subsidiariesforegoing; (h) royalties, whether fees, income, payments, and other proceeds with respect to Intellectual Property that accrued prior to the Closing Date and any security, claim, remedy or not other right related to any of the Businessforegoing; (i) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents; (j) Licensed Intellectual Property (provided, including, that for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale none of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Assigned Software constitutes Licensed Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all claims, cross claims, causes of action and other rights of Seller or any arising under Sections 542 through 553 of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyBankruptcy Code existing at Closing; (l) all Property Tax refunds with respect to the Purchased Assets and all claimsinsurance, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries)utility, and any other Tax assets of Seller tax deposits or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect refunds owing to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundSeller; (im) all attorney-client privilege insurance policies and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege insurance agreements, including, without limitation, any directors and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreementofficers insurance policies; (n) all rights, claims, counterclaims, creditsactions, causes of action actions or rights claims of set-off Seller arising under any legal theory against third parties relating to or arising from any former officers and directors of the Retained Business, Excluded Assets or the Excluded LiabilitiesSeller, including unliquidated rights under manufacturers’ and vendors’ warranties;without limitation, the Chancery Court Action; and (o) Personal Information books and records that do not relate to Purchased Assets. Buyer shall have the right, exercisable in respect Buyer’s sole discretion at any time prior to the Bankruptcy Court hearing to consider the Sale Order, to designate any of customersthe Purchased Assets as Excluded Assets; provided, except however, that designating Purchased Assets as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Excluded Assets shall not affect the Purchase Price.

Excluded Assets. The Parties expressly understand and agree that, other than Assets shall exclude the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):following: (a) Sellers' cash, cash equivalents and deposits, all assets interest payable in connection with any such items and rights in and to bank accounts, marketable and other securities and similar investments of every kind Sellers; (b) Any insurance policies, promissory notes, amounts due to Sellers from employees, bonds, letters of credit, certificates of deposit, or other similar items, and nature used any cash surrender value in regard thereto; provided, that in the Retained Business or otherwise not used event Sellers are obligated to assign to Buyer the proceeds of any such insurance policy at the time a Closing occurs under Section 6.3, such proceeds shall be included in the Business Assets; (c) Any pension, profit-sharing, or employee benefit plans, including all of Sellers' interest in any Welfare Plan, Pension Plan or Benefit Arrangement (each as conducted defined in Section 3.14(a); (d) All Tangible Personal Property disposed of or consumed in the ordinary course of business as permitted by this Agreement; (e) All Tax Returns and supporting materials, all original financial statements and supporting materials, all books and records that Sellers are required by law to retain, all of Sellers' organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of Sellers relating to the sale of the Initial Assets and all records and documents related to any assets excluded pursuant to this Section 2.2; (f) Any interest in and to any refunds of federal, state, or local franchise, income, or other taxes for periods (or portions thereof) ending on or prior to the Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementAll Accounts Receivable; (h) all Intellectual Property Rights All rights and claims of Sellers whether mature, contingent or otherwise, against third parties relating to the Assets of the Stations, whether in tort, contract or otherwise, other than rights and claims against third parties relating to the Transferred Business Intellectual PropertyAssets which have as their basis loss, damage or impairment of or to any of the Assets and which loss, damage or impairment has not been restored or repaired prior to the Closing in which any of the Assets which has been so damaged or impaired is being acquired by Buyer (or in the case of a lost asset, that would have been acquired but for such loss); (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Any Contracts which are not Assumed Contracts; (j) all real property (or interest thereinAll of each Sellers' deposits and prepaid expenses; provided, any deposits and prepaid expenses shall be included in the Assets to the extent that Sellers receive a credit therefor in the proration of the Purchase Price pursuant to Section 2.3(b); (k) all All rights of Seller Sellers under or pursuant to this Agreement (or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions other agreements contemplated therebyhereby); (l) all Property Tax refunds with respect All rights to the Purchased Assets and all claimsnames ▇▇▇▇▇▇▇▇ Broadcast Group, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), "▇▇▇▇▇▇▇▇ Communications," ▇▇▇▇▇▇▇▇ and any other Tax assets of Seller logo or the Retained Subsidiaries variation thereof and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundgoodwill associated therewith; (im) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this AgreementThe Excluded Real Property Interests; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, The Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesTangible Personal Property; (o) Personal Information All assets owned by the Sellers and used in respect connection with any television or radio broadcast stations owned and/or programmed by any of customersthe Sellers or Sellers have the right to acquire other than the Stations, except as expressly provided in Section 6.19including (without limitation) all assets related to Sellers' operation and ownership of the Interstate Road Network and the Road Gang Coast to Coast Network; andKPNT-FM, St. ▇▇▇▇▇▇▇▇▇, MO; WVRV-FM, East St. Louis, IL; WIL-FM, St. Louis, MO; WRTH-AM, St. Louis, MO; KIHT-FM, St. Louis, MO; KXOK-FM, St. Louis, MO; KUPN-AM, Mission, KS, the assets of the Multi-Stations, and all assets of the Multi-Stations Sellers which are subject to the provisions of or specifically excluded from the Multi-Stations Agreement and the USA Digital Shares; (p) those assets listed on Schedule 3.03(p)All shares of capital stock, partnership interests, interests in limited liability companies or other equity interest, including, but not limited to, any options, warrants or voting trusts relating thereto which are owned by Sellers and not expressly specified in Section 2.1.

Excluded Assets. The Parties expressly understand and agree that, other than Assets shall exclude the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):following: (a) Sellers’ cash, investments, cash equivalents and deposits, all assets interest payable in connection with any such items and rights in and to bank accounts marketable, and other securities of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSellers; (b) all bank accounts any insurance policies, promissory notes, amounts due from employees, bonds, letters of Seller credit, certificates of deposit, or other similar items, and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit surrender value in such bank accounts or in Seller’s possession in transit to any such bank accountregard thereto; (c) any pension, profit-sharing, or employee benefit plans, including all accounts receivable and other receivables of Seller Seller’s interest in any Welfare Plan, Pension Plan, or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsBenefit Arrangement (each as defined in Section 3.14(a)); (d) all rights, privileges and claims under Tangible Personal Property disposed of or consumed in the Shared Contractsordinary course of business as permitted by this Agreement; (e) all insurance policies tax returns and supporting materials, all original financial statements and supporting materials, all books and records that Sellers are required by law to retain, all of Sellers’ organizational documents, corporate books, and records (including minute books and stock ledgers) and originals of account books of original entry, all records of Sellers relating to the sale of the Assets, and all rights, claims, credits or causes of action thereunder or in connection therewith except records and documents related to the extent set forth in any assets excluded pursuant to this Section 6.132.2; (f) all corporate records any interest in and to any refunds of federal, state, or local franchise, income, or other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively taxes for periods prior to the Business Employees or the transfer of which is prohibited by applicable LawLicense Closing Date; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementAccounts Receivable; (h) all Intellectual Property Rights other than rights and claims of Sellers whether mature, contingent, or otherwise, whether in tort, contract, or otherwise, against third parties relating to the Transferred Business Intellectual PropertyAssets or the operation of the Station prior to the First Closing Date, or the License Assets prior to the License Closing Date; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)any Contracts which are not Assumed Contracts; (j) all real property (or interest thereinof each Sellers’ deposits and prepaid expenses; provided any deposits and prepaid expenses shall be included in the Assets to the extent that Sellers receive a credit therefor in the proration of the Purchase Price pursuant to Section 2.3(a); (k) all rights of Seller Sellers under or pursuant to this Agreement (or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions other agreements contemplated therebyhereby); (l) all Property Tax refunds with respect rights to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), names “▇▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇▇ Broadcast Group,” “▇▇▇▇▇▇▇▇ Communications,” “▇▇▇▇▇▇▇▇ Television,” and any other Tax assets of Seller logo or the Retained Subsidiaries variation thereof and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundgoodwill associated therewith; (im) any and all attorney-client privilege and attorney work-product protection of Seller assets related to any television broadcast station other than Station owned or associated with the Business operated by SBG or its direct or indirect subsidiaries as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (ion Schedule 2.2(m); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;and (n) all rightsnetwork compensation paid to SBG by WB following the date hereof solely in return for the agreement entered into on July 4, claims1997, counterclaims, credits, causes between SBG and WB pursuant to which SBG agreed to affiliate the Station and certain of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)its other television broadcast stations with WB.

Excluded Assets. The Parties expressly understand and agree that, other than Sellers specifically exclude the Purchased Assets, none of the following assets and properties from this transaction (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following and such Excluded Assets will not be sold, transferred, assigned, conveyed or delivered by Sellers to Buyer (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):its Affiliate Designees) hereunder: (a) all assets cash and cash equivalents and accounts and trade receivables of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSellers; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts assets held under or in Seller’s possession in transit pursuant to any such bank accountEmployee Benefit Plans; (c) all accounts receivable the rights of Sellers under this Agreement, any Transaction Document and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsConfidentiality Agreement; (d) other than the contracts set forth on Schedule 2.5(a), all rightscontracts between any of Sellers, privileges on one hand, and claims under any of their respective Affiliates that are not Sellers, on the Shared Contractsother hand; (e) all insurance policies confidentiality agreements between any of Sellers, on the one hand, and all rightsany Third Party, claims, credits or causes of action thereunder or in connection therewith except to on the extent set forth in Section 6.13other hand; (f) all corporate records and other documentsrights to proceeds under insurance policies of Sellers, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively pursuant to the Business Employees or the transfer of which is prohibited by applicable LawSection 6.5; (g) all assets relating to corporate shared services bank accounts, safety deposit boxes, lock boxes and securities accounts of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementSellers; (h) all Intellectual Property Rights of Sellers’ corporate minute books and corporate financial records (other than Tax records primarily related to the Transferred Business Intellectual PropertyAssets) that relate to Sellers’ business generally (including the ownership, operation and use of the Assets); (i) all of the Employee Plans and assets relating to the Employee Plansany claim, except as expressly set forth in Section 8.01(h); (j) all real property (right or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests Sellers in or to any refundsrefund, creditsrebate, rebates, abatements abatement or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing orTaxes, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received due thereon or penalty rebate arising therefrom, reduced by any Taxesallocated to Sellers pursuant to Section 11.2(a); (j) (i) originals of all invoices supporting Sellers’ Tax basis in the Assets, professional fees and (ii) all other records or other costs materials of Sellers not involving or relating to the Buyer Assets or any of its Affiliates the business related to the Assets; (k) all Seller Marks; (l) all Excluded Contracts, including the Purchased Subsidiariesall rights thereunder; (m) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundall Excluded Permits, including all rights thereunder; (n) all Avoidance Actions; (i) all any attorney-client privilege and attorney work-product protection of Seller Sellers or associated with the Business as a result of legal counsel representing Seller Sellers or the Business Business, including in connection with the transactions contemplated by this the Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with Sellers relating to the transactions contemplated by drafting, negotiation, execution, delivery and performance of this Agreement; (np) all rights, claims, counterclaims, credits, causes of action securities (including equity securities) owned or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesheld by any Seller; (oq) Personal Information in respect all outside of customersthe ordinary course of business deposits made or required to be made by Sellers to suppliers or customers after the Petition Date as a result of the filing of the Bankruptcy Cases (collectively, except as expressly provided in Section 6.19the “Bankruptcy Deposits”); and (pr) those other properties and assets listed described on Schedule 3.03(p).Exhibit B.

Excluded Assets. The Parties Notwithstanding anything in Section 1.1 to the contrary, Seller and Buyer expressly understand acknowledge and agree that, other than that the Purchased AssetsAssets will not include, none of the assets and properties (of any kind Seller is not selling, transferring, assigning, conveying or nature) of Seller delivering to Buyer, and Buyer shall not purchase, acquire or accept from Seller, any of the Retained Subsidiaries shall be soldfollowing rights, conveyedproperties or assets (the rights, transferred or assigned properties and assets expressly excluded by this Section 1.2 being referred to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, herein as the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets any cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of every kind and nature used in the Retained Business deposit, marketable securities, bank accounts, corporate credit cards, corporate calling cards or otherwise not used in the Business as conducted as similar items, of the Initial Closing DateSeller; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountExcluded Contracts; (c) all accounts receivable and any rights in any real property other receivables of Seller or than leasehold interests under any of leases included in the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsPurchased Contracts; (d) all rights, privileges and claims under the Shared ContractsExcluded Equipment; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13Excluded Intellectual Property; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business any Excluded Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services any Governmental Permits other than Governmental Permits that are assignable and which are required for the operation of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementBusiness as currently conducted; (h) all Intellectual Property Rights any claim, right or interest of Seller in or to any refund, rebate, abatement or other than recovery for Taxes, but only to the Transferred Business Intellectual Propertyextent that such amount arises from or accrues in any Pre-Closing Tax Period; (i) all of any insurance policies, binders and claims and rights thereunder and the Employee Plans and assets relating to the Employee Plansproceeds thereof, except as expressly set forth in Section 8.01(h)including any proceeds from any claims thereunder; (j) all real property (or interest therein)of the assets of the Seller Benefit Plans; (k) all any rights, rights of recovery, claims, defenses or causes of action of Seller against Third Parties relating to the assets, properties, business or any operations of Seller related to, arising from, or incurred in connection with conditions or events occurring prior to the Retained Subsidiaries arising under Closing, except for rights of recovery, claims, defenses or causes of action of Seller to the Transaction Documents or extent related to the transactions contemplated therebyPurchased Assets; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests except as set forth in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained SubsidiariesSection 1.1(i), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all any attorney-client privilege and attorney work-product work‑product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business Business, including in connection with the transactions contemplated by this AgreementTransactions; (ii) all documents maintained by legal counsel as a result of representation of the Seller or the Business; (iii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iiiiv) all documents maintained by the Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Transactions; and (pm) those assets listed on Schedule 3.03(p)any securities or equity interests in any Person.

Excluded Assets. The Parties It is expressly understand understood and agree agreed that, other than notwithstanding anything to the Purchased Assetscontrary set forth herein, none of the assets all right, title and properties (of any kind or nature) interest of Seller or any of its Affiliates in, to or under the Retained Subsidiaries following shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the constitute “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):: (ai) all assets any asset, right or property of every kind and nature used Seller or any of its Affiliates that is not identified in the Retained Business or otherwise not used in the Business as conducted as clauses (i) through (xii) of the Initial Closing DateSection 1.1(a); (bii) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such or similar type investments, bank accounts or in Seller’s possession in transit to any such bank accountaccounts, certificates of deposit, Treasury bills and other marketable securities; (ciii) all accounts receivable capital stock or other equity interests of any Affiliate of Seller and the corporate minute books and other receivables books and records of Seller or any of its Affiliates, other than the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsTransferred Books and Records; (div) all rights, privileges interests of Seller or any of its Affiliates in real property and claims under the Shared Contractsany leasehold interest in real property; (ev) all insurance policies and all rightsrights to insurance claims, related refunds and proceeds thereunder; (vi) all Tax refunds and Tax deposits and all Tax books and records; (vii) all actions, claims, credits or causes of action, rights of recovery, choses in action thereunder and rights of setoff of any kind arising before, at or in connection therewith except after the Closing relating to the extent items set forth above in this Section 6.131.1(b) or to any Excluded Liabilities; (fviii) all corporate records Employee Benefit Plans of Seller and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawany assets thereunder; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (kix) all rights of Seller or any of the Retained Subsidiaries arising its Affiliates under the Transaction Documents this Agreement or the transactions contemplated thereby; agreements, documents and instruments that will be delivered pursuant to this Agreement (l) all Property Tax refunds with respect to collectively, the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries“Transaction Documents”), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (px) those the assets listed set forth on Schedule 3.03(p1.1(b)(ix). Notwithstanding anything to the contrary herein, the Acquired Assets shall not include, and, at the Closing, Seller or its applicable Affiliate shall retain, all of the Excluded Assets.

Excluded Assets. The Notwithstanding anything contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer Parties expressly understand and agree thatare not purchasing, any assets other than those specifically described in Section 2.1, and without limiting the Purchased Assets, none generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries Seller, all of which shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by the Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller Parties’ cash and cash equivalents, accounts receivable, deferred charges and prepaid items, except as set forth in Section 2.1(i); (b) all bank accounts the Seller Parties’ corporate books and records of Seller internal corporate proceedings, tax records, work papers and of any of the Retained Subsidiaries books and all cash and cash equivalents related to the Business to the extent on deposit records, except as set forth in such bank accounts or in Seller’s possession in transit to any such bank accountSection 2.1(k); (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsSeller Parties’ bank accounts; (d) all rightsaccounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller Parties, privileges and claims under the Shared Contractsexcept as set forth in Section 2.1(k); (e) all insurance policies and all rights, claims, credits any interest in or causes right to any refund of action thereunder or in connection therewith except Taxes relating to the extent set forth in Section 6.13Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any Pre-Closing Tax Period; (f) all corporate records Permits of the Seller Parties, including import and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawexport licenses; (g) all assets relating rights of the Seller Parties with respect to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementContracts that are not Assumed Contracts; (h) all Intellectual Property Rights interests in real property other than pursuant to the Transferred Business Intellectual PropertyAssumed Leases; (i) all any insurance policies and rights, claims or causes of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)action thereunder; (j) all real property (or interest therein)except as specifically provided in Section 5.5, any assets relating to any Employee Plan; (k) all rights rights, claims and causes of Seller action relating to any Excluded Asset or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyExcluded Liability; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes Business Products that are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundnot Transferred Products; (im) all attorney-client privilege and attorney work-product protection Patents of the Seller or associated with Parties that are not Transferred Patents, including the Business Patents listed on Schedule 2.2(m) of the Disclosure Schedule as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject determined pursuant to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;Section 5.16. (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or Seller Parties under this Agreement and the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties;Ancillary Agreements; and (o) Personal Information all confidential communications between the Seller and its Affiliates, on the one hand, and ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇ ▇▇▇▇”), on the other hand, relating to the Business or the Transferred Assets or arising out of or relating to the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby, including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, and including any information or files in respect any format of customers, except as expressly provided ▇▇▇▇▇▇ ▇▇▇▇ in Section 6.19; and (p) those assets listed on Schedule 3.03(p)connection therewith.

Excluded Assets. The Parties Notwithstanding anything to the contrary contained herein, Purchaser expressly understand understands and agree that, other than agrees that the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be soldSeller Entities, conveyed, transferred or assigned to Buyer, which assets the Purchased Companies and properties shall instead be retained by Seller and the Retained their respective Subsidiaries (all such assets, the “Excluded Assets”) shall be retained by the Seller Entities and their Affiliates (other than the Purchased Companies and their Subsidiaries), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting excluded from the definition of Purchased Assets in and transferred out of the Purchased Companies and their Subsidiaries prior to the Closing, notwithstanding any way by implication or otherwise):other provision of this Agreement: (a) Except as set forth in Section 2.4(n) or Section 5.7, any and all assets of every kind and nature used in related to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller Benefit Plans; (b) Any and all bank accounts of loans and advances, if any, by the Seller and of Entities to any of the Retained Subsidiaries and all cash and cash equivalents related their Affiliates or otherwise to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountBusiness; (c) Any and all accounts receivable Intellectual Property, other than the Business Intellectual Property and the licenses set forth in Section 5.16(a); (d) Any and all Contracts and portions of Contracts, other than the Specified Business Contracts and the Real Property Leases; (e) Except as expressly included in clause (c) of Section 2.4, any and all owned and leased real property and other receivables interests in real property; (f) Any and all Information Technology, other than the Business Information Technology; (g) Any and all refunds or credits of or against Excluded Business Taxes; (h) Tax Returns and other books and records related to Taxes paid or payable by Seller, the Seller Entities or any of their respective Affiliates (other than the Retained Purchased Companies and their Subsidiaries); (i) Any and all Cash Amounts (other than the Closing Cash Amounts and any Cash Amounts of the Purchased Ventures and their Subsidiaries as of immediately prior to the Closing); (j) Except to the extent attributable to the Purchased Company Benefit Plans, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, includingfor all periods before, for through and after the avoidance of doubtClosing, credit card accounts receivable generated by the Business for products including any and all refunds and credits due or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) become due thereunder and any and all rightsclaims, privileges rights to make claims and claims under the Shared Contracts; (e) all rights to proceeds on any such insurance policies for all periods before, through and all rights, claims, credits or causes of action thereunder or in connection therewith except to after the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein)Closing; (k) Any and all rights of Seller or any of Business Permits, other than the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby;Transferred Permits; and (l) all Property Tax refunds with respect to the Purchased Assets Any and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes HomeLink Purchased Assets. The parties acknowledge and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or agree that neither Purchaser nor any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable Subsidiaries will acquire or be permitted to retain hereunder any direct or reasonably incurred or to be reasonably incurred or to be incurred as a result of or indirect right, title and interest in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, any Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Assets.

Excluded Assets. The Parties expressly understand and agree thatPurchased Assets do not include any property or assets of Seller not described in Section 2.1 and, other than notwithstanding any provision to the contrary in Section 2.1 or elsewhere in this Agreement, the Purchased Assets, none of Assets do not include the following property or assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetsassets excluded pursuant to this Section 2.2, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind cash, cash equivalents, and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Datebank deposits; (b) all bank accounts certificates of Seller deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit other debt or equity interest in such bank accounts or in Seller’s possession in transit to any such bank accountPerson; (c) all accounts receivable properties and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date assets principally used in or for the sale conduct of the Redeemable Gift Cardselectric utility business conducted by Seller in the States of Colorado, Kansas or Missouri, or the gas utility business conducted by Seller in the State of Colorado; (d) all rightsexcept as set forth in Section 2.1(k), privileges and claims under the Shared Contractsany refund or credit related to Taxes paid by or on behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable; (e) all insurance policies funds, letters of credit and all rights, claims, credits or causes other forms of action thereunder or in connection therewith except credit support that have been deposited by Seller as collateral to the extent set forth in Section 6.13secure Seller’s obligations; (f) all corporate records and other documents, books, records, customer lists, and databases or the like other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable LawDocuments; (g) all any assets relating to corporate shared services that have been disposed of Seller in the ordinary course of business or otherwise used in compliance with this Agreement prior to perform the services to be provided pursuant to the Transition Services AgreementClosing; (h) except as expressly provided in Section 2.1(d) and Section 2.1(l), all Intellectual Property Rights other than of the Transferred Business Intellectual PropertyClaims or causes of action of Seller against any Person; (i) all except as included on Schedule 2.1(n), assets used for performance of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Central or Shared Functions; (j) except as provided in Section 2.1(j), Section 2.1(l) and Section 2.1(r), all real property (insurance policies, and rights thereunder, including any such policies and rights in respect of the Purchased Assets or interest therein)the Business; (k) all the rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated hereby and thereby; (l) all Property Tax refunds with respect (i) agreements and contracts set forth on Schedule 2.2(l) to be attached to the Purchased Assets and all claimsAgreement prior to July 1, rights or interests in or to any refunds2007 (the “Retained Agreements”), credits, rebates, abatements or other recovery for Taxes (in each case ii) Shared Agreements (except to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified provided by Seller or the Retained SubsidiariesSection 8.5(d)), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller other agreements and contracts not included in connection with the transactions contemplated by this AgreementBusiness Agreements and Franchises; (nm) all rightssoftware, claimssoftware licenses, counterclaimsinformation systems, creditsmanagement systems, causes and any items set forth in or generally described in subparts (i) through (vi) of action or rights the definition of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided “Documents” in Section 6.19; and (p1.1(a) those other than the software and related assets listed on Schedule 3.03(p).set forth on

Excluded Assets. The Parties expressly understand Purchaser acknowledges and agree thatagrees that it is not acquiring, other than the Purchased Assetspursuant to this Agreement, none any of the assets and properties (of any kind or nature) of Seller Ancillary Agreements or any of the Retained Subsidiaries shall be soldTransactions, conveyedany rights, transferred title or assigned interest in, to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries or under any asset that is not expressly included as a Purchased Asset (all such assetsassets that are not expressly included as Purchased Assets, collectively, the “Excluded Assets”). Specifically, including notwithstanding anything in Section 2.1 to the contrary, neither Seller nor any of its Affiliates is contributing, and Purchaser is not acquiring, the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):Excluded Assets: (a) all assets Cash and Investments of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller; (b) all bank accounts Accounts Receivable of Seller and of any of other than the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountPurchased Accounts Receivable; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsExcluded Inventory; (d) all rights, privileges and claims under Contracts of Seller set forth on Schedule 2.3(d) (the Shared “Excluded Contracts”); (e) all insurance policies Contracts between or among Seller and all rightsany of its Affiliates or between or among Affiliates of Seller, claimswhether arising before, credits on or causes of action thereunder after the Closing Date (including any contracts, agreements or in connection therewith except commitments related to Shared Services) (each, an “Intercompany Contract” and collectively, the extent set forth in Section 6.13“Intercompany Contracts”); (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Recordsany Assumed Contract, all employee records and files not relating exclusively Contracts under which a Person other than Seller or any of its Affiliates provides assets, services, rights or benefits with respect to the Business Employees Purchased Assets or the transfer Facility Operations and one or more other operations or businesses of which is prohibited by applicable LawSeller or its Affiliates set forth on Schedule 2.3(f) (each, a “Shared Contract” and collectively, the “Shared Contracts”); (g) all assets relating to corporate shared services of Seller’s and its Affiliates’ rights under any policies of insurance purchased by or on behalf of Seller or otherwise used its Affiliates, or any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto, including all rights to perform insurance recoveries thereunder and to assert claims with respect to any such insurance recoveries, whether arising before, on or after the services to be provided pursuant to the Transition Services AgreementClosing Date; (h) all Intellectual Property Rights books, records, files and papers prepared and maintained by Seller or any of its Affiliates other than the Transferred Business Intellectual PropertyFacility Books, Documents and Records, in each case, whether in hard copy or electronic format (the “Excluded Records”), and further excluding (clauses (i) through (vii), the “Specifically Excluded Records”): (i) all documentation, samples, and product and packaging specifications related to reagents, compounds and products, including batch records or any proprietary information related to such reagents, compounds and products, (ii) all personnel, payroll and employment records, (iii) any books, records, files and papers relating to Taxes (including Tax Returns) of Seller or any of its Affiliates, (iv) standard operating procedures, including any description of the steps used to manufacture reagents, compounds and products, (v) financial information, (vi) books, records, files and papers prepared in connection with the Transactions, including bids, letters of intent and expressions of interest received from other Persons and analyses relating to the Purchased Assets or the Facility Operations and (vii) any attorney work product, attorney-client communications and other items protected by attorney-client privilege; (i) (i) other than the Transferred Governmental Authorizations, all Governmental Authorizations of Seller or any of its Affiliates and (ii) all Transferred Governmental Authorizations that are not transferable without the consent of the Employee Plans applicable Governmental Authority and assets relating with respect to the Employee Plans, except as expressly set forth in Section 8.01(h)which such required consent is not obtained; (j) all real property (i) Tax attributes of Seller and (ii) rights to receive refunds or interest therein)credits with respect to any and all Taxes that constitute Excluded Liabilities; (k) all rights any rights, claims and credits of Seller or any of the Retained Subsidiaries its Affiliates relating to any Excluded Asset or any Excluded Liability, including any such items arising under the Transaction Documents insurance policies and all guarantees, warranties, indemnities and similar rights in favor of Seller or the transactions contemplated therebyany of its Affiliates relating to any Excluded Asset or any Excluded Liability; (l) all Intellectual Property Tax refunds with respect to not expressly included in the Purchased Assets and all claimsAssets, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundIntellectual Property set forth on Schedule 2.3(l); (im) all attorney-client privilege IT Assets and attorney work-product protection of Seller Software not included in the Transferred Business Systems or associated with not included in the Assumed Contracts (the “Excluded Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (iSystems”); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;and (n) all rightsany other assets, claims, counterclaims, credits, causes of action properties or rights of set-off against third parties relating to or arising from not expressly included in the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Purchased Assets.

Excluded Assets. The Parties expressly understand Purchaser acknowledges and agree agrees that, other than notwithstanding any provision of this Agreement to the Purchased Assetscontrary, none of the Seller is not selling, assigning, conveying, transferring or delivering to Purchaser any assets and properties (of any kind or nature) of Seller that relate primarily to, or any of are used primarily or held for use primarily in connection with the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Props Business (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):including: (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business any excluded Contracts, as conducted as of the Initial Closing Dateset forth on Schedule 1.1(a)(2); (b) all bank accounts of Seller any excluded licenses and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent permits, as set forth on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountSchedule 1.1(b)(2); (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiariesexcluded Intellectual Property, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsas set forth on Schedule 1.1(c)(2); (d) all rightscash, privileges bank accounts, deposits, marketable securities, security deposits, investments and claims under liquid assets, other than the Shared ContractsAdditional Acquired Assets; (e) all insurance policies accounts receivable, notes receivable and all rightsother claims or rights against third parties as of the Closing and all proceeds of any of the foregoing (without limiting the foregoing, claimsSeller shall be entitled to receive, credits or causes of action thereunder or in connection therewith except and the receivables retained by Seller shall include, all amounts receivable from customers for all sales recorded prior to the extent set forth in Section 6.13Closing), other than the Acquired Accounts Receivable; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively rights to the Business Employees name “Props”, including any trademarks, trade names, logos, service marks or the transfer of which is prohibited by applicable Lawdomain names using or incorporating such name or any similar name or ▇▇▇▇, whether or not registered; (g) all assets relating to corporate shared services of Props Tokens owned by Seller or otherwise used to perform the services any of its affiliates, other than Props Tokens conveyed or to be provided pursuant conveyed under the terms of that certain cashless YouNow Props Services Agreement between Seller and Purchaser, dated as of or prior to the Transition Closing Date and substantially in the form of Exhibit A hereto (the “YouNow Props Services Agreement”); (h) all Intellectual Property Rights other than rights of Seller under any insurance policies, including all rights to any insurance proceeds thereunder, except to the Transferred Business Intellectual Propertyextent such proceeds are paid in respect of damage to Purchased Assets; (i) all rights of the Employee Plans and assets relating to the Employee Seller under any Benefit Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein)equity interests in Seller; (k) all rights any information, records, documents and files of Seller subject to attorney-client privilege or any attorney work product protection; relating primarily to Benefit Plans (including pricing data) or Excluded Assets; or constituting, for periods prior to the Closing, medical or other personal, private information of individuals or organizational documents, minutes or resolutions of Seller’s directors, shareholders or subsidiaries (collectively, the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby“Excluded Records”); (l) all Property Tax refunds with respect to the Purchased Assets any tangible personal property, including furniture and all claimsfixtures, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified used by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced but not owned by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundSeller; (im) all attorney-client privilege and attorney work-product protection of Seller any other assets that do not relate primarily to, or associated with the Business as a result of legal counsel representing Seller are not used primarily or the Business held for use primarily in connection with the transactions contemplated by this Agreement; (ii) all documents subject to operation of, the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this AgreementApp; (n) all rights, claims, counterclaims, credits, causes of action any other furniture or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesfixtures owned by Seller; (o) Personal Information any assets of Seller that relate primarily to, or are used primarily or held for use primarily in respect of customersconnection with the Props Business, except as expressly provided in Section 6.19set forth on Schedule 1.2(p); and (p) those assets listed on Schedule 3.03(p)Seller’s rights under this Agreement and the other Transaction Documents.

Excluded Assets. The Parties expressly understand Notwithstanding anything contained in Section 2.1 hereof to the contrary, Sellers are not selling, and agree that, other than the Purchased Assets, none Buyer is not purchasing (i) any assets of the Company set forth in Sections 2.2(a)-(l) below and (ii) any assets and properties of Sellers not used primarily in the operation of the Business, all of which shall be retained by Sellers (of any kind or nature) of Seller or collectively, the "Excluded Assets"). To the extent that any of the Retained Subsidiaries Excluded Assets are located at the Real Property, Sellers shall be soldprovided a reasonable period after the Closing Date, conveyedbut not to exceed sixty (60) days, transferred or assigned to Buyerremove, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (at Sellers' expense, all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased . The Excluded Assets in any way by implication or otherwise):include: (a) all assets of every kind cash, investments and nature used in the Retained Business or otherwise not used in the Business as conducted as other cash equivalents of the Initial Closing DateCompany; (b) all bank accounts of Seller receivable and of any notes receivable of the Retained Subsidiaries Company, and all cash and cash equivalents related to any security held by the Business to Company for the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountpayment thereof, as of the Closing Date; (c) all accounts receivable performance bonds for reclamation or otherwise, surety bonds or escrow agreements and any payment or prepayments made with respect thereto, or certificates of deposit or other receivables of Seller sums or amounts posted by Sellers to secure any of the Retained Subsidiaries, whether foregoing for reclamation or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsotherwise; (d) all rightsthe Company's capital stock, privileges corporate and claims minute books, Tax returns and other organizational documents, and the Company's financial books and records and employment records, other than those employment records pertaining to Hired Employees and allowed to be transferred to Buyer under the Shared Contractsapplicable Laws; (e) all insurance policies qualifications to transact business as a foreign corporation, arrangements with registered agents with respect to foreign qualifications, and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13taxpayer and other identification numbers; (f) all corporate records any Tax benefits and other documentsrights to refunds, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively including rights to the Business Employees or the transfer of which is prohibited by applicable Lawany net operating losses; (g) all assets any Contracts (other than the Assumed Contracts) or rights relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementborrowed money; (h) all Intellectual Property Rights any prepaid items, deposits, advance payments, deferred charges and other than similar assets (except prepaid royalties relating to the Transferred Business Intellectual Reserves or the Real Property); (i) all of the Employee Plans insurance policies and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)rights or Claims arising from such policies; (j) all real property (or interest therein)Intellectual Property, including licenses, patents, patent applications, copyrights, copyright applications, computer programs and formula, not used primarily in the operations of the Business; (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby;Plans; and (l) all Property Tax refunds the Contract Mining Agreement between Company and Mountain Spring Coal Company, commencing October 1, 2006, with respect to the Purchased Assets and all claims, rights stipulation that Company terminates the Mountain Spring contract at or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to Closing without any penalty to Buyer, the Initial Closing orEmployment Agreement dated September 29, if paid following 2006 with ▇▇▇▇ ▇▇▇▇▇▇▇, the Initial ClosingEmployment agreement dated October 10, to the extent paid or indemnified by Seller or the Retained Subsidiaries)2006 with ▇▇▇▇ ▇▇▇▇▇▇▇, and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) Letter dated September 12, 2006 concerning employment with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)▇▇▇▇▇▇▇ ▇▇▇▇▇.

Excluded Assets. The Parties expressly understand Notwithstanding any provision in this Agreement to the contrary, Sellers shall not be deemed to sell, transfer, assign, convey or deliver, and agree thatSellers will retain all right, other than title and interest to, in and under the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such following assets, properties, interests and rights of Sellers (whether owned, licensed, leased or otherwise) (the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets the organizational documents, corporate records and minute books, in each case, to the extent solely pertaining to the organization, existence or capitalization of every kind Sellers (and nature used in the Retained Business or otherwise not used in the Business as conducted as operation of the Initial Closing DateBusiness or the Purchased Assets); (b) all bank accounts subject to Section 2.05 any Contract that is not a Purchased Contract or a Designated Contract, including for the avoidance of Seller and of any doubt the Contracts (including Leases with respect to Leased Real Property) set forth on Section 2.03(b) of the Retained Subsidiaries and all cash and cash equivalents related to Disclosure Schedules (collectively, the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account“Excluded Contracts”); (c) all accounts receivable an amount of Cash and other receivables of Seller or any of the Retained Subsidiaries, whether or not related Cash Equivalents equal to the BusinessMinimum Cash Amount (the “Excluded Cash”), including, for plus the avoidance of doubt, credit card accounts receivable generated by Deposit and the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsPurchase Price Reserve; (d) all rights, privileges and claims under the Shared ContractsUtility Deposits; (e) all insurance policies the Carve-Out Reserve Account (as defined in the DIP Credit Agreement) and all rightsone other bank account of Sellers designated by the Company as an excluded bank account for purposes of winding down the Business (for avoidance of doubt, claims, credits or causes without duplication of action thereunder or in connection therewith except to the extent set forth any Cash and Cash Equivalents covered in Section 6.132.03(c)) (collectively, the “Excluded Accounts”); (f) all corporate records and other documents, books, records, customer lists, and databases rights that accrue or will accrue to any Seller or any of their Subsidiaries (other than the Business Records, all employee records and files not relating exclusively Purchased Entities) pursuant to this Agreement or any of the Business Employees or the transfer of which is prohibited by applicable Lawother Transaction Documents; (g) other than the Purchased Shares (or any equity interests owned by Purchased Entities), all assets relating to corporate shared services shares of capital stock or other equity interests of any Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany Subsidiary of any Seller; (h) all Intellectual Property Rights other than the Transferred Business Intellectual PropertyAssumed Plans and Agreements and the Purchased Entities’ Plans, all Seller Plans, together with all funding arrangements related thereto (including all assets, trusts, insurance policies and administrative service Contracts related thereto), and all rights and obligations thereunder; (i) all current and prior director and officer (or similar) insurance policies of the Employee Plans Sellers and assets relating all rights of any nature with respect thereto, including all insurance proceeds or recoveries thereunder and rights to the Employee Plans, except as expressly set forth in Section 8.01(h)assert claims with respect to any such insurance proceeds or recoveries; (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller Sellers or associated with their businesses solely to the Business extent arising with respect to legal counsel representation of Sellers or their Affiliates or their businesses in connection with the transactions contemplated by this Agreement or any of the Transaction Documents; for the avoidance of doubt, all attorney-client privilege and attorney work-product relating to the Purchased Assets and the Assumed Liabilities shall be Purchased Assets; (k) all personnel and employment records for the Transferred Employees or any individual independent contractors of the Sellers that cannot be provided under applicable Law; (l) all rights to any Tax refunds, or credits (in lieu of refunds) against Tax liabilities, of Sellers that relate to Taxes that are Excluded Liabilities or that are paid by Sellers after the Closing, but solely to the extent that such Tax refunds are not attributable to a loss, credit or other tax attribute of Buyer or any of its Affiliates including, without limitation, any tax attributes of any Seller or Group Company that would otherwise be transferred to Buyer or any of its Affiliates (including any Purchased Entity) pursuant to the transactions contemplated by this Agreement; provided, that if Buyer or any of its Affiliates incurs any reasonable, out-of-pocket costs or expenses (including Taxes) as a direct result of legal counsel representing the receipt any such Tax refund or credit (in lieu of a refund), Buyer shall be entitled to retain the portion of such Tax refund or credit (in lieu of a refund) equal to the amount of such reasonable, out-of-pocket costs or expenses; (m) all Intellectual Property owned by a Person other than a Seller (other than rights to Intellectual Property granted to a Seller pursuant to a Purchased Contract); (n) all Service Provider Agreements other than those that are Assumed Plans and Agreements; (o) all claims that Sellers or the Business their Affiliates may have against any Person with respect to Excluded Assets or Excluded Liabilities; (p) all rights, claims and causes of action of Sellers under this Agreement and any other Transaction Document or any agreement, certificate, instrument, or other document executed and delivered between Sellers and Buyer or their respective Affiliates in connection with the transactions contemplated by this Agreement; (ii) all documents subject , or any other agreement between Sellers and Buyer or their respective Affiliates entered into on or after the date hereof relating to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreementforegoing; (nq) all rights, claims, counterclaims, credits, causes of action Sellers’ direct or rights indirect interests in the Persons listed in Section 2.03(q) of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesDisclosure Schedules; (or) Personal Information all Excluded Actions; (s) any funds collected on behalf of another person or held (whether in trust or otherwise) pursuant to applicable Law for the benefit of a U.S. federal, state, county or city taxing or licensing authority with respect of customersto an unpaid Tax obligation, except as expressly provided solely to the extent such funds are funded in Section 6.19accordance with the DIP Budget; and (pt) those assets listed on Schedule 3.03(p)Consigned Inventory unless an election is made by Buyer pursuant to Section 7.15.

Excluded Assets. The Parties expressly understand and agree thatwords “Excluded Assets” mean (a) the lease for the off track betting parlor operated by Peninsula Gaming, LLC in New Iberia, Louisiana; (b) cash, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing cash deposited in this Section 3.03 shall be construed Deposit Accounts as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used defined in the Retained Business Loan Agreement; (c) assets securing Purchase Money Obligations or otherwise not used in Capitalized Lease Obligations permitted to be incurred under the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business Loan Agreement to the extent on deposit a second Lien (as such terms are defined in the Loan Agreement) would not be permitted under the documents evidencing such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable obligations; and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rightsany agreements, privileges permits, licenses (including Gaming Licenses as defined in the Loan Agreement), or the like (including any parcels of the Warner Land as defined in the Loan Agreement that are subject to the mortgage granted by M▇▇▇▇▇▇▇▇ to the seller of such land) solely in the event and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; that: (i) all such agreements, permits, licenses, or the like (including any parcels of the Employee Plans and assets relating Warner Land as defined in the Loan Agreement that are subject to the Employee Plans, except as expressly set forth mortgage granted by M▇▇▇▇▇▇▇▇ to the seller of such land) cannot be subjected to a consensual security interest in Section 8.01(h); (j) all real property (or interest therein); (k) all rights favor of Seller or any Mortgagee without the consent of the Retained Subsidiaries arising under the Transaction Documents licensor or other party to such agreement, permit, license, or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreementlike; (ii) all documents subject to the attorney-client privilege any such restriction is effective and work-product protection described in subsection (i)enforceable under applicable law; and (iii) such consent is not obtainable by any Borrower; provided, that each Borrower agrees to use all documents maintained commercially reasonable efforts (which shall not require the payment of cash to, or the reimbursement of fees and expenses of the consenting party or the making of any material concessions under any such agreement, permit, license (including a Gaming License as defined in the Loan Agreement) or the like (including any parcels of the Warner Land as defined in the Loan Agreement that are subject to the mortgage granted by Seller M▇▇▇▇▇▇▇▇ to the seller of such land) to obtain all requisite consents to enable such Borrower to provide a security interest in connection with such agreement, permit, license (including Gaming Licenses as defined in the transactions contemplated by this Loan Agreement; ) or the like; provided, further, however, that (ni) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets shall not include (and, accordingly, the Collateral as defined in the Loan Agreement shall include) any and all proceeds of any of the assets described in clause (d) above and any and all proceeds of any of the assets described in clauses (b) and (c) above or of any other Collateral to the extent such proceeds do not constitute Excluded Assets, and (ii) any agreement, permit, license, or the like qualifying as an Excluded LiabilitiesAsset under clause (d) above no longer shall constitute an Excluded Asset (and instead shall constitute Collateral as defined in the Loan Agreement) immediately from and after such time as the licensor or other party to such agreement, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information permit, license, or the like consents to the grant of a security interest in respect favor of customersMortgagee in such agreement, except as expressly provided permit, license, or the like or the prohibition against granting a security interest therein in Section 6.19; and (p) those assets listed on Schedule 3.03(p)favor of Mortgagee shall cease to be effective.

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead will be retained by Seller and will not be included in the Retained Subsidiaries Assets or sold, transferred, assigned, conveyed or delivered by Seller to Buyer (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) except with respect to the nonexclusive rights described under Section 2.1(h), all assets of every kind oil and/or gas leases, unit agreements and nature used farm-in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Datefarm-out agreements and all rights thereunder and all ▇▇▇▇▇ located thereon or on lands pooled therewith; (b) all bank accounts of Seller Seller’s corporate minute books and of any corporate financial records that relate to Seller’s business generally (including the ownership, operation and use of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountAssets); (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related trade credits attributable to the Business, including, for the avoidance Assets with respect to any period of doubt, credit card accounts receivable generated by the Business for products or services provided time prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsEffective Time; (d) all rightsclaims and causes of action of Seller arising under or with respect to any Contracts that are attributable to periods of time (i) prior to the Effective Time (including claims for adjustments or refunds), privileges except to the extent such claims or causes of action relate to Damages for which Buyer is responsible under Section 8.3, and (ii) on or after the Effective Time but only in the case of this clause (ii), if such claims and causes of action relate to Damages for which Seller is responsible under the Shared ContractsSection 8.2; (e) all subject to Section 5.6, the rights and interests of Seller (i) under any policy or agreement of insurance policies and all rightsor (ii) to any insurance or condemnation proceeds or awards arising, claimsin each case, credits from acts, omissions or causes events or damage to or destruction of action thereunder or in connection therewith except to the extent set forth in Section 6.13property; (f) all corporate records and other documentsany claim, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees right or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services interest of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refundsrefund, creditsrebate, rebates, abatements abatement or other recovery for Taxes (in each case to the extent such Property Taxes Taxes, together with any interest due thereon or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing orpenalty rebate arising therefrom, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof)) ending before the Effective Time to the extent Seller has paid the corresponding Property Taxes, such Property Taxes resulted in a downward adjustment on the Final Settlement Statement (as finally determined) or Seller has otherwise indemnified Buyer for such Property Taxes and for any other Taxes, together with such interest or penalty rebate, for any Tax period; (g) all offices (including any owned or leased real property relating thereto) and personal computers and associated peripherals; (h) all documents and instruments of Seller that may be protected by an attorney-client privilege or that qualify as attorney work product (in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of case) relating to the Buyer or any of its Affiliates (including Proceedings and the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundEPA Orders; (i) all attorney-client privilege and attorney work-product protection audit rights arising under any of the Contracts with respect to any period prior to the Effective Time; (j) documents prepared or received by Seller or associated its Affiliates with the Business as a result respect to (i) lists of legal counsel representing Seller or the Business in connection with prospective purchasers for the transactions contemplated by this Agreement; Agreement compiled by Seller or its Affiliates, (ii) bids submitted by other prospective purchasers of the Assets, (iii) analyses by Seller or its Affiliates of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller or its Affiliates or their respective representatives, and any prospective purchaser other than Buyer and (v) correspondence between Seller or its Affiliates or any of their respective representatives with respect to any of the bids, the prospective purchasers or the transactions contemplated in this Agreement; (k) all documents subject to trucks and cars utilized by Seller or its Affiliates in connection with the attorney-client privilege and work-product protection described in subsection ownership, operation or use of the Assets; (l) (i); ) originals of all invoices supporting Seller’s Tax basis in the Assets, (ii) duplicate copies of all other Records included in the Assets and (iii) all documents maintained by other records or materials of Seller in connection with not involving or relating to the transactions contemplated by Assets or the business related to the Assets; provided that the Transferred Records shall include scanned copies of such original invoices excluded under clause (i) of this AgreementSection 2.2(l); (m) all Seller Marks; and (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ those properties and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed described on Schedule 3.03(p)2.2.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary contained herein, including Section 2.1 above, the Sellers shall retain all of their right, title and agree thatinterest in and to, other than and shall not Transfer to the Purchased AssetsPurchaser, none of the assets and properties following (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets causes of every kind action, choses in action and nature used in rights of recovery and counterclaims or setoffs of the Retained Business or otherwise not used in Sellers to the extent related to the operation of the Business as conducted as of prior to the Initial Closing Date; (b) all bank accounts of Seller and any pension plan, profit sharing plan, or other plan or program providing benefits to current or former employees of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all cash, cash equivalents and accounts receivable (including any proceeds thereof) which relate to goods and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsDate; (d) all rights, privileges inter-company claims and claims under receivables among the Shared ContractsSellers and their Affiliates; (e) prepaid security deposits, including all insurance policies rent security deposits held by the lessors under any Acquired Leases assumed and all rights, claims, credits or causes of action thereunder or assigned in connection therewith except to the extent set forth in accordance with Section 6.132.3 hereof; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawretainers; (g) all assets relating to corporate shared services of Seller insurance and workers’ compensation premium refunds and tax refunds, whether or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementnot applied for; (h) insurance policies and all Intellectual Property Rights other than the Transferred Business Intellectual Propertyinsurance claims, claims files and insurance proceeds not assigned pursuant to Section 2.1(l) above; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Seller’s Computer Systems; (j) all real property (or interest therein)the Performance Bonds and Related Instruments; (k) all setoff or recoupment rights of Seller not arising from or any of related to the Retained Subsidiaries arising under the Transaction Documents Acquired Assets or the transactions contemplated therebyBusiness; (l) all Property of the Sellers’ accounting and financial statement preparation materials, vendor invoices, Tax refunds with respect to the Purchased Assets Returns and all claimsTax related files and information, rights or interests in or to any refundspayroll records, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries)personnel files, and any other Tax assets of Seller records, files and information related to the Excluded Assets; (m) any claims against the Purchaser or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs Affiliate of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of Purchaser arising under or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection any of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this AgreementAcquisition Documents; (n) all rightsgoods that belong to sublessees, claims, counterclaims, credits, causes licensees or concessionaires of action any Seller (or rights any Affiliate of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesany Seller); (o) Personal Information in respect shares of customerscapital stock, except membership interests or other equity interests of any company, including subsidiaries of any Seller; (p) causes of action existing as expressly provided in Section 6.19of or after the Closing Date that relate to any of the foregoing Excluded Assets and claims and causes of action, to the extent they exist, that any Seller may have against any of its officers, directors, employees and/or agents; (q) the Sellers’ corporate minute books and stock transfer books; (r) all Contracts which are not Assigned Contracts; and (ps) those assets listed on Schedule 3.03(p)all Leases which are not Acquired Leases.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary in Section 1.2, other than the Purchased AssetsCompany shall not sell, none of the assets and properties (of any kind convey, assign, transfer or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned deliver to Buyer, which and Buyer shall not purchase or acquire from the Company, the following assets and properties shall instead be retained by Seller and of the Retained Subsidiaries Company (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): ): (a) all assets of every kind and nature used in any Contracts listed on Schedule 1.3(a) (collectively, the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; “Excluded Contracts”); (b) all bank accounts of Seller Contracts and of any policies related to insurance of the Retained Subsidiaries Company, including any prepaid insurance assets and any extended period insurance policies purchased by the Company to provide the Company with extended period liability insurance coverage following the Closing Date; (c) the capital stock and corporate entity of the Company and all cash corporate charters, minute books, stock ledgers and cash equivalents stock certificates related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; Company; (d) all rights, privileges rights to: (1) Tax refunds of the Company related to Taxes paid or accrued by the Company prior to the Closing; and claims under (2) Tax credits of the Shared Contracts; Company related to Taxes paid or accrued by the Company prior to the Closing; (e) except as otherwise set forth herein, all insurance policies Tax Returns and all rights, claims, credits Tax records related to Taxes paid or causes of action thereunder or in connection therewith except accrued by the Company prior to the extent set forth in Section 6.13; Closing; (f) all corporate originals of the Company’s financial books, records and other documentsfiles; provided, however, that: (I) copies of the foregoing shall constitute Purchased Assets; and (II) the originals of any books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively related to any audit or review of the Company’s Financial Statements (and other historical financial results of the Company prior to the Business Employees or the transfer of which is prohibited Closing) paid for by applicable Law; Buyer shall constitute Purchased Assets; (g) all assets relating Employee Plans/Agreements; provided, however, that copies of the Employee Plans/Agreements and copies of all books and records related to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; Transferred Employees shall constitute Purchased Assets; (h) all Intellectual Property Rights the Bank Accounts and any investment accounts, other than the Transferred Business Intellectual Property; than: (i) all the cash contained in the Bank Accounts as of the Employee Plans and assets relating date hereof necessary to cover all outstanding, un-cleared checks or drafts from the Employee Plans, except Bank Accounts as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect Closing Date pursuant to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (iSection 5.11(a); and (iiiii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; Company’s and any Shareholder’s beneficial interest in, to and under the Bank Accounts that the Company and the Shareholders will transfer to Buyer at the Closing pursuant to Section 5.11(a); (ni) all rightscauses of action, claims, counterclaimsdemands, credits, causes of action or rights of set-off and privileges against third parties to the extent relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ ; and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (pj) those other assets listed described on Schedule 3.03(p1.3(b).

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the following assets and properties are to be excluded by Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including ) from the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):Assets: (a) all assets Cash and Cash Equivalents (including any PCA Prepayment), bank accounts and securities of every kind and nature used in Sellers, other than any escrow or other account relating to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date▇▇▇▇ ▇▇▇▇▇▇▇ Debt; (b) all bank accounts of Seller equity interests in Sellers and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account▇▇▇▇▇▇▇ ▇▇ Entities; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or Contracts that are not related to the BusinessAssigned Contracts, including, for the avoidance of doubtwithout limitation, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale those set forth on Section 2.2(c) of the Redeemable Gift CardsDisclosure Schedules (collectively, the “Excluded Contracts”); (d) all rights, privileges and claims under the Shared ContractsIntellectual Property set forth on Section 2.2(d) of the Disclosure Schedules (the “Excluded Intellectual Property”); (e) the company seals, organizational documents, minute books, Tax Returns, books of account or other records having to do with the company organization of each Seller, all insurance policies employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and all rights, claims, credits any other books and records which any Seller is prohibited from disclosing or causes of action thereunder or in connection therewith except transferring to the extent set forth in Section 6.13Buyer under applicable Law and is required by applicable Law to retain; (f) all corporate records insurance policies of Sellers, all rights to applicable claims and proceeds thereunder, and all credits, prepaid expenses and other documentsitems, booksdeferred charges, records, customer listsadvance payments, and databases security and other than deposits from any insurance policies of Sellers, except the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable LawAssigned Valdosta Claims; (g) all assets relating intended to corporate shared services of Seller fund or otherwise used attributable to perform Benefit Plans (other than the services to be provided pursuant to the Transition Services AgreementAssumed Plans), including any such assets set aside in trust; (h) all Intellectual Property Rights other than Tax assets (including duty and Tax refunds, credits and prepayments) of Sellers or any of their respective Affiliates and all Tax assets (including duty and Tax refunds, credits and prepayments) related to the Transferred Business Intellectual Propertyor Purchased Assets that are allocable to a Pre-Closing Tax Period; (i) all rights to any action, suit or claim of the Employee Plans and assets any nature available to or being pursued by any Seller, whether arising by way of counterclaim or otherwise, relating to the Employee Plansany Excluded Contract, except as expressly set forth in Section 8.01(h)Excluded Intellectual Property, or Excluded Liabilities; (j) all real property any intercompany Accounts Receivable between a Seller, on the one hand, and Rentech or an Affiliate of Rentech (or interest thereinother than a Seller);, on the other hand; and (k) all the rights of Seller which accrue or any of the Retained Subsidiaries arising will accrue to Sellers under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Documents.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary herein, other than the Purchased Assets, none of the following assets and properties (of any kind or nature) in the possession of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained its Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall be construed as expanding retained by Seller or augmenting such Subsidiaries and shall be excluded from the definition Transferred Assets and, if applicable, shall be transferred out of Purchased Assets in the Transferred Entities (if held by a Transferred Entity) prior to the Closing notwithstanding any way by implication or otherwise):other provision of this Agreement: (ai) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business (except to the extent on deposit reflected in the Final Closing Statement or as set forth in Section 2.01(a)(iv) (with respect to deposits) or Section 2.01(a)(v) (with respect to insurance proceeds)); provided that Seller shall use its reasonable efforts to remove all such bank accounts or cash and cash equivalents in Seller’s possession in transit excess of the amount of $110 million from the Transferred Entities prior to any such bank accountthe Closing; (cii) all accounts receivable rights to the Seller Names and Seller Marks, together with any contracts, agreements or understandings granting rights to use the same (without limiting the rights granted to Buyer pursuant to the Transitional Trademark License Agreement); (iii) all of Seller’s and its Subsidiaries’ right, title and interest in the Retained Real Property; (iv) other receivables than any loans or advances from one Transferred Entity to another Transferred Entity, all loans or advances among Seller and its Subsidiaries (including advances made in connection with the Trade Payables Program); (v) all Tax Returns (other than Tax Returns exclusively of a Transferred Entity), and all refunds of or credits relating to any Tax of Seller or any of the Retained Subsidiaries, whether its Subsidiaries for taxable periods (or not related portions thereof) ending on or prior to the Business, includingClosing Date (which refunds or credits, for the avoidance of doubt, credit card accounts receivable generated by shall be subject to Section 9.05); (vi) the Business Employee Plans as expressly provided in Exhibit E; (vii) without limiting and subject to Buyer’s rights expressly provided under Section 7.04 and except as set forth in Section 2.01(a)(v), all policies and programs of or agreements for products insurance and interests in insurance pools and programs (in each case including self-insurance and insurance from Affiliates) (collectively, “Insurance Policies”) and all rights of any nature with respect to any Insurance Policy, including any recoveries thereunder and any rights to assert Claims seeking any such recoveries; (viii) any assets, rights or services provided properties held on the Agreement Date, or acquired after the Agreement Date, and sold or otherwise disposed of prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsin accordance with this Agreement; (dix) all rightscauses of action (including counterclaims) and defenses (A) against third parties to the extent relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, privileges records and claims under privileged information relating thereto or (B) relating to any period prior to or through the Shared ContractsClosing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is an Excluded Liability and may be asserted against Seller or any of its Subsidiaries or for which indemnification may be sought by any of the Buyer Indemnified Parties pursuant to Article XII; (ex) all insurance policies Seller Intellectual Property and Seller Technology (without limiting the rights granted to Buyer pursuant to the Intellectual Property Cross License Agreement and Transition Services Agreement); (xi) assets of any pension plans of Seller or its Subsidiaries other than the Dedicated Pension Plans; (xii) all assets, rights and properties expressly excluded pursuant to Exhibit E to this Agreement; (xiii) all nontransferable or nonassignable Permits, including nontransferable Environmental Permits, and any Permits held by Seller or any of its Subsidiaries that are not Related to the Business; (xiv) all rights of Seller or any of its Subsidiaries (other than the Transferred Entities) under the Transaction Agreements; (xv) all personnel and employment records for employees and former employees of Seller or any of its Subsidiaries (other than the Transferred Books and Records and the Business Employee Records); (xvi) any other assets, properties, rights, claimsagreements, credits contracts, instruments and claims of Seller or causes any of action thereunder its Subsidiaries not Related to the Business, wherever located, whether tangible or in connection therewith intangible, real, personal or mixed, except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h2.01(a); (jxvii) all real property other than (A) any accounts receivable exclusively between or interest therein)among the Transferred Entities and (B) any Factored Receivables, any other accounts receivable (including trade accounts receivable) owing from Seller or any of its Subsidiaries, which accounts receivable shall be terminated without further payment or performance and shall cease to have further force or effect at the Closing; (kxviii) (A) all rights corporate minute books (and other similar corporate records) and stock records of Seller or any of its Subsidiaries (other than the Retained Transferred Books and Records), (B) any books and records to the extent relating to the Excluded Assets, (C) copies of any books and records or other materials (or portions thereof, if applicable) solely to the extent that (x) Seller or any of its Subsidiaries arising under are required by Law to retain (copies of which, to the Transaction Documents extent Related to the Business and as permitted by Law, will be made available to Buyer ), (y) Seller or any of its Subsidiaries (other than the Transferred Entities) reasonably believes are necessary to enable Seller or such Subsidiaries (other than the Transferred Entities) to prepare and/or file Tax Returns (copies of which, to the extent Related to the Business and as permitted by Law, will be made available to Buyer) or (z) Seller or any of its Subsidiaries are prohibited by Law from delivering to Buyer (including by transfer of equity of the Transferred Entities), including any books and records, reports, information or other materials (or portions thereof, if applicable) solely to the extent that disclose in any manner the contents of any other books and records, reports, information or other materials that Seller or any of its Subsidiaries (including the Transferred Entities) is prohibited by Law from delivering to Buyer (including by transfer of equity of the Transferred Entities) or (D) any copies of any books and records that Seller and its Subsidiaries retain pursuant to Section 7.01(b); (xix) (A) all records and reports prepared or received by Seller or any of its Subsidiaries in connection with the sale of the Business or the transactions contemplated therebyhereby, including all analyses relating to the Business or Buyer so prepared or received, (B) all bids and expressions of interest received from third parties with respect to prospective purchasers of the Business or any portion thereof and (C) all privileged communications described in Section 13.20 and all privileged materials, documents and records that are not Related to the Business; (lxx) subject to Section 2.02, all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (Shared Contracts other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereofthose set forth on Schedule 2.01(a)(ii), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (ixxi) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Hedging Contracts; and (pxxii) those all of the assets listed set forth on Schedule 3.03(p2.01(b)(xxii).

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary set forth in this Agreement, other than the Purchased Assets, none of except for the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries Business Companies that are transferred and conveyed indirectly to Buyer in the Share Sale (other than pursuant to ‎Section 2.02(l)) and the Transferred Assets that are transferred and conveyed to Buyer in the Asset Sale, Parent and the other Parent Entities shall retain all of their right, title and interest in and to, and there shall be soldexcluded from the Sale to Buyer hereunder, conveyedall the assets, transferred properties or assigned to Buyer, which assets and properties shall instead be retained by Seller rights of Parent and the Retained Subsidiaries other Parent Entities (all such assetscollectively, the “Excluded Assets”). Solely for purpose of non-exhaustive illustration, including the following (it being acknowledged and agreed that nothing in this Section 3.03 Excluded Assets shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):include: (a) all assets assets, properties and rights of every kind and nature used in any Parent Entity not Related to the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateBusiness; (b) all bank accounts Cash and Cash Equivalents of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business Parent or another Parent Entity (except to the extent on deposit reflected in such bank accounts or in Seller’s possession in transit to any such bank accountthe calculation of the Final Closing Date Cash); (c) all accounts receivable insurance policies of any Parent Entity and other receivables all rights of Seller or any of the Retained Subsidiariesnature with respect thereto, whether or not related including all insurance recoveries thereunder and rights to the Businessassert claims with respect to any such insurance recoveries, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior subject to the Initial Closing Date or for the sale of the Redeemable Gift Cards‎‎Section 5.17; (d) all rights, privileges Intellectual Property other than the Company-Owned Intellectual Property and claims under the Shared ContractsIntellectual Property Assets; (e) all insurance policies and all any rights, claimsproperties and assets used for the purpose of providing, credits or causes that otherwise consist of, Overhead and Shared Services and, other than as provided in the TSA, any rights of action thereunder or in connection therewith except the Business to the extent set forth in Section 6.13receive any Overhead and Shared Services from any Parent Entity; (f) all corporate records Tax assets (including duty and other documents, books, records, customer lists, Tax refunds and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer prepayments) of which is prohibited by applicable Lawany Parent Entity; (g) all any assets of or relating to corporate shared services any Benefit Plan (other than any assets of Seller or otherwise used relating to perform any Benefit Plan to the services to be provided extent transferred pursuant to the Transition Services Agreement‎Section 5.06); (h) all Intellectual Property Rights other than the Transferred Business Intellectual PropertyShared Contracts; (i) all of the Employee Plans credits, prepaid expenses, deferred charges, advance payments, refunds, security deposits, prepaid items and assets relating duties, to the Employee Plans, except as expressly set forth in Section 8.01(h)extent related to any asset that is not a Transferred Asset; (j) all real property (or interest therein)Intracompany Receivables; (k) any and all rights accounts and notes receivable of Seller Parent or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyanother Parent Entity (other than accounts receivable referred to in ‎Section 2.01(b)(xii)); (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiarieslisted on ‎Section 2.02(l) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Disclosure Schedule; and (pm) those assets listed on Schedule 3.03(p)all rights of Parent and its Affiliates under, and all consideration received by Parent and its Affiliates pursuant to, this Agreement or any other Transaction Document, subject to the terms hereof and thereof.

Excluded Assets. The Parties It is expressly understand understood and agree thatagreed that the Assets shall not include any of Sellers' right, other than the Purchased Assetstitle or interest in or to any assets or properties of Sellers that are not expressly enumerated or included generally in Section 2.1, none including, without limitation, any of the assets and properties (of any kind Sellers' right, title or nature) of Seller interest in or to any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries following (all such assetscollectively, the “"Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"): (a) all Cash and cash equivalents or similar type investments, uncollected checks, bank accounts, certificates of deposit, Treasury bills and other marketable securities; (b) Accounts receivable; (c) Any security, vendor, utility or other deposits; (d) Any contracts, leases or agreements other than the Assumed Contracts, the Equipment Leases or the Real Property Leases; (e) Any assets and any rights under any plan or any agreement relating to employee benefits, employment or compensation of every kind Sellers or their respective employees; (f) All rights, demands, claims, actions and nature used in causes of action (collectively, the Retained Business "Claims") that Sellers or otherwise not used in the Business as conducted as any of their Affiliates may have against any third party, including any Governmental Entity, for causes of action based on Chapter 5 of the Initial Bankruptcy Code and for refund or credit of any type with respect to Taxes accrued with respect to periods ending on or prior to the Closing Date; (bg) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller All Claims which Sellers or any of the Retained Subsidiaries, whether or not related their Affiliates may have against any other Person with respect to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany Excluded Assets; (h) all Intellectual Property Rights All Claims (other than warranty Claims relating to Equipment referred to in Section 2.1(c) or relating to Inventory referred to in Section 2.1(f)) which Sellers or any of their Affiliates may have against any Person with respect to any Asset, including, without limitation, any claim against the Transferred Business Intellectual Property;landlord of store number 36 (Riverchase Galleria, Birmingham, Alabama) referenced on Schedule 2.1 (a) hereto; and (i) all of the Employee Plans Any insurance policy, insurance claims and assets relating to the Employee Plansproceeds, except as expressly set forth in Section 8.01(h)otherwise provided herein; (j) all real property (or interest therein); (k) all rights of Seller or any assets subject to prepetition liens that were used in the calculation of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified number prepared by Seller or the Retained SubsidiariesSellers on Schedule 2.2(j), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p2.1(j).

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary herein, Buyer shall not purchase as part of the Article 9 Sale from Lender or Borrower any assets, properties and agree that, other than rights that are not included among the Purchased Assets, none of the assets and properties Assets (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):including, without limitation: (a) all assets of every kind any cash and nature used cash equivalents other than deposits described in the Retained Business or otherwise not used in the Business as conducted Section 2.1(e), including checks received pending collection as of the Initial close of business on the Closing DateDate (and all rights with respect to any of the aforementioned checks if they shall be returned for insufficient funds), notes, bank deposits, certificates of deposit and marketable securities; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash deposits and cash equivalents related collateral relating to the Business to the extent on deposit in such bank accounts or in SellerBorrower’s possession in transit to any such bank accountworker’s compensation insurance programs; (c) all accounts receivable any contracts and other receivables of Seller or any of the Retained Subsidiariesagreements, whether written or not oral, other than the Assumed Contracts; provided, however, that in the event that the required Consents related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products Assumed Contracts are not obtained on or services provided prior to the Initial Closing Date, then the Assumed Contract for which such consent has not been obtained prior to the Closing Date or for the sale of the Redeemable Gift Cardsshall be deemed an Excluded Asset hereunder; (d) all rights, privileges and claims under the Shared Contractsany interests in any real estate including any leases; (e) all insurance policies and all rights, any claims, credits or deposits, prepayments, prepaid assets, prepaid expenses, deferred revenues, refunds, rebates, credits, causes of action thereunder action, rights of recovery, rights of setoff and rights of recoupment relating to or in connection therewith except arising out of the ownership or operation of the Business or any of the Purchased Assets prior to the extent set forth in Section 6.13Closing; (f) all corporate records and other documents, any minute books, recordscorporate seals, customer lists, stock record books and databases other than the Business Records, all employee stock transfer records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable LawBorrower; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement;Borrower Employee Plans; and (h) all Intellectual Property Rights other than any Fixed Assets located in the Transferred Business Intellectual Property; (i) all State of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Pennsylvania.

Excluded Assets. The Parties expressly understand and agree that, other than Assets shall exclude the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):following: (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted [Intentionally omitted.] (b) Any Seller's cash on hand as of the Initial Closing and any Seller's interest in its bank accounts; (c) Any insurance policies, promissory notes, amounts due from employees, bonds, letters of credit, certificates of deposit, other similar items, or deposits or prepaid items (except to the extent that Sellers receive a Working Capital Credit for any such deposit or prepaid item pursuant to Section 2.4(a)), and any cash surrender value in regard thereto; (d) Any pension, profit-sharing, or employee benefit plans, including any Seller's interest in any welfare plan, pension plan, or benefit arrangement; (e) Any collective bargaining agreements; (f) All tax returns and supporting materials, all original financial statements and supporting materials, all books and records that any Seller is required by law to retain, and all records of any Seller relating to the sale of the Assets; (g) Any interest in and to any refunds of federal, state, or local franchise, income, or other taxes for periods prior to the Closing Date; (bh) all bank All accounts receivable of Seller and of any Sellers as of the Retained Subsidiaries Closing Date and all cash and cash equivalents related to any intercompany accounts between the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller Sellers or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual PropertyAffiliates thereof; (i) all Any claim or cause of the Employee Plans and assets action by any Seller relating to the Employee Plansperiod before the Effective Time, except including all claims arising under the purchase agreement pursuant to which VVI Manassas purchased the Station and any right to any funds deposited in the escrow account established pursuant to that certain Indemnity Escrow Agreement dated as expressly set forth in Section 8.01(h);of March 28, 1994, by and among VVI Manassas, NCCB, and Norwest Bank Minnesota, N.A.; and (j) all real The property (and equipment obtained by Sellers and their Affiliates pursuant to that certain Agreement and Mutual Release with NCCB, CTN, Lest▇▇ ▇. ▇▇▇▇▇, ▇▇d others entered into on or interest therein);about April 11, 1996; and (k) all rights of Seller Any Real Property or Real Property Interest constituting the current studio site utilized by the Station located at 9008 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ any proceeds of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect foregoing, if Sellers shall exercise their right pursuant to Section 6.16 of this Agreement to discontinue use of such studio and relocate a similar studio to the Purchased Assets Transmitter Site at no cost or expense to Buyer; provided, however, that in the event Sellers exercise such right pursuant to Section 6.16 and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case the studio shall not have been relocated to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid Transmitter Site prior to the Initial Closing orDate, if paid following Buyer shall have the Initial Closingright, without payment of additional consideration to Sellers, to use the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining current studio site until such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject studio shall have been relocated to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Transmitter Site.

Excluded Assets. The Parties expressly understand Notwithstanding any provision herein to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver to the Buyer, and agree thatthe Buyer shall not purchase, other than and the Purchased AssetsAssets shall not include the Sellers' right, none title and interest to the following assets of the assets and properties Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “"Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"): (a) cash (including all assets cash residing in any collateral cash account securing any obligation or contingent obligation of every kind any Seller), cash equivalents and nature used in bank deposits, subject to the Retained Business or otherwise not used in Buyer's rights under Section 2.1(e) and the Business as conducted as of the Initial Closing DateSellers' rights under Section 2.5(d); (b) all bank accounts of Seller and of any of equity interests held by the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountSellers; (c) all accounts receivable and other receivables of Seller or rights to any Tax refunds of the Retained SubsidiariesSellers, whether any such refund is received as a payment or not related to the Businessas a credit against future Taxes, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale and any net operating losses of the Redeemable Gift CardsSellers; (d) all rightsthe Sellers' claims, privileges causes of action, choses in action and claims rights of recovery pursuant to Sections 544 through 550 and Section 553 of the Bankruptcy Code, any other avoidance actions under any other applicable provisions of the Shared ContractsBankruptcy Code and the claims, causes of action, choses in action and rights of recovery set forth on Schedule 2.2(d); (e) all insurance policies subject to Section 7.2(c), the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and all rightsother identification numbers, claimsseals, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records minute books, stock transfer books, blank stock certificates, and other documents, books, recordsrecords or the like of each Seller relating to the organization, customer listsmaintenance, and databases other than existence of each Seller as a corporation; (f) rights and interests in the Business Recordsname "Insilco" and any names similar thereto, all employee records or logos, trademarks, trade names or service marks related thereto and files not relating exclusively to websites associated with the Business Employees or the transfer of which is prohibited by applicable LawInsilco name; (g) any and all assets relating agreements to corporate shared services of which a Seller or otherwise used is a party which are not Assumed Agreements and any and all customer deposits, customer advances and credits and security deposits related to perform the services to be provided pursuant to the Transition Services Agreementany such agreements which are not Assumed Agreements; (h) all Intellectual Property Rights the rights of each Seller under this Agreement and any other than agreements between a Seller and the Transferred Business Intellectual PropertyBuyer or any of its Affiliates; (i) any and all assets of the Employee Plans and assets relating any Seller or any Seller's Affiliates primarily related to the Employee Planscustom assemblies or passive components business segments operated by Insilco and its Subsidiaries, except as expressly set forth in Section 8.01(h)including, without limitation, Sellers' Overlapping Assets; (j) any and all real property prepaid workers' compensation premiums (or interest thereinother than the portion relating to the Transferred Employees); (k) any and all rights of Seller amounts or other obligations owing to any of the Retained Subsidiaries arising under the Transaction Documents Sellers by Insilco or the transactions contemplated thereby;any Affiliate of Insilco; and (l) all Property Tax refunds with respect to the Purchased Assets and all claimsclaims against current or former directors, rights or interests in or to any refunds, credits, rebates, abatements officers or other recovery for Taxes (in each case to the extent such Property Taxes employees of, or agents, accountants or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result advisors of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rightsto, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)any Seller.

Excluded Assets. The Parties expressly understand Notwithstanding the foregoing, the sale contemplated by this Agreement, and agree thatthe term “Assets” as used herein, shall not include the following assets: (i) bank accounts, cash and cash equivalents (except for the PNA and Deposits which shall be transferred to the Buyer), (ii) any sum now or hereafter paid, payable or owing to any Seller, including, without limitation, all retroactive rate increases and/or lump sum payments, resulting from rate appeals, audits or otherwise, with respect to third-party payments, and any amounts as a result of Medicare, Medicaid or other than third-party payor cost or rate adjustments, appeals, refunds, rebates or reimbursements or other adjustments or payments from any Governmental Authority for services rendered at or by any Business on or prior to the Purchased AssetsClosing Date (a “Pre Closing Governmental Reimbursement”), none of (iii) all payments or equivalent cash credits resulting from claims, insurance premium rate reductions or insurance or other dividends paid that are attributable to periods ending on or prior to the assets Closing Date, (iv) subject to Sections 1.1.12 and properties (of any kind Section 7.2.5, all payments or nature) of Seller or rights to payment owing to any of the Retained Subsidiaries shall be soldSellers related to suits, conveyedclaims and causes of action of any kind, transferred whether asserted or assigned unasserted, known or unknown, liquidated or contingent, accrued or arising out of any event or transaction occurring during any period ending on or prior to Buyerthe Closing Date, which including, but not limited to, such suits, claims and causes of action set forth on Section 1.2 of the Sellers’ Disclosure Schedule, (v) all personal items belonging to residents and employees in any Business, as the case may be, (vi) all Federal, state, local and foreign income and franchise Tax credits and Tax refund claims of Sellers, and all Tax Returns and related Tax records of Sellers, (vii) all Buyer Excluded Contracts, and (viii) all assets and properties shall instead be retained by Seller and set forth in Section 1.2 of the Retained Subsidiaries Sellers’ Disclosure Schedule (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties Assets do not include, and Seller does hereby expressly understand except and agree thatexclude from this Agreement and the Transaction and reserves to itself, other than the Purchased Assets, none each of the assets and properties following (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets rights, claims, and causes of every kind action (including warranty and similar claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, or other claims of any nature used in favor of Seller), whether arising before, on, or after the Effective Time, to the extent such rights, claims, and causes of action relate to any of the Retained Business Liabilities or otherwise not used in the Business as conducted as of the Initial Closing DateSeller’s indemnity obligations under this Agreement; (b) all bank any accounts of Seller and of receivable, trade accounts, accounts payable (other than Suspense Funds), or any of the Retained Subsidiaries and all cash and cash equivalents related other receivables attributable to the Business Assets and accruing to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountperiod before the Effective Time; (c) all accounts receivable and other receivables refunds due Seller by a third party for any overpayment of Seller rentals, royalties, excess royalty interests, or production payments attributable to the Assets with respect to any period of time prior to the Retained Subsidiaries, whether or not Effective Time; (d) any documents related to the Businessprocess of selling the Assets, includingincluding Seller’s or its Affiliates’ economic projections or analyses relating to the Assets and any proposal received with respect to the Assets; (e) all corporate, financial (including consolidated financial statements), Tax, and legal (other than title opinions) records of Seller unrelated to the Assets; (f) all contracts of insurance and contractual indemnity rights unless otherwise assigned or transferred pursuant to Section 1.2(l); (g) except to the extent related to an upward adjustment to the Cash Consideration, all Hydrocarbons from or attributable to the Assets with respect to all periods prior to the Effective Time, and all proceeds attributable thereto (and, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale excluding Inventory as of the Redeemable Gift Cards; (d) all rights, privileges Effective Time and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementImbalance Volumes); (h) all Intellectual Property Rights other than the Transferred Business Intellectual Propertyclaims for refunds, credits, or similar benefits relating to Seller Taxes; (i) all documents and instruments of Seller (or any Affiliate of Seller) that are (1) subject to un-Affiliated third-Person contractual restrictions on disclosure or transfer (unless Buyer notifies Seller in advance in writing that it is willing to pay a specific fee associated therewith (if any), to such unaffiliated third Person in which case Seller will request that any such restriction be waived without the Employee Plans requirement for Seller to make payment of additional consideration), (2) interpretative or subjective data, (3) personnel information, (4) Income Tax information, (5) claims retained by Seller received from, and assets relating to the Employee Plansrecords of negotiations with, except as expressly set forth in Section 8.01(h)third Persons and economic analyses associated therewith; (j) all real property the files, records, and data relating to the Assets that are maintained by Seller or its Affiliates (1) on Seller’s or interest therein)its Affiliate’s email systems or (2) in emails, schedules, notes, calendars, contacts, or task lists of the employees of Seller or its Affiliates; (k) all rights geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and other similar geological or geophysical surveys or data covering any portion of the Properties, in each case only to the extent such data is not transferable (including any such data that is only transferable, for example, upon the payment of any fee or additional consideration (unless Buyer agrees in advance in writing to pay such fee or consideration)) or the transfer of which would result in a breach of any confidentiality restrictions owed to Persons other than Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyits Affiliates; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundBonds; (im) all attorney-client privilege master service agreements and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreementdrilling contracts; (n) all rights, claims, counterclaims, credits, causes overhead recovery paid or payable to Seller or its Affiliates by Sequel for operation of action or rights of set-off against third parties relating the Assets prior to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesClosing; (o) Personal Information any logo, service ▇▇▇▇, copyright, trade name, domain name, phone number, or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; (p) any assets or properties owned by TRI66 Holdings, LLC, a Delaware limited liability company, including all of those assets and properties described in respect of customersSchedule 1.3(p); (q) any contractual rights to use any water produced from ▇▇▇▇▇▇▇ ▇▇, except as expressly provided in Section 6.19▇▇▇▇▇ ▇▇, ▇&▇▇ ▇▇. Co. Survey, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Texas; (r) the MOI Note and the MOI Mortgage; and (ps) those assets listed on Schedule 3.03(p)any cash amounts due from Sequel or its Affiliates to Seller or its Affiliates under Section 2.2(c) of the JDA-2 or under the Side Letter Agreement dated March 31, 2021, between OpCo and SEG-TRD II LLC, a Delaware limited liability company.

Excluded Assets. The Parties Notwithstanding anything to the contrary in Section 1(b), the Transferred Assets shall expressly understand and agree that, other than exclude the Purchased Assets, none of the assets and properties following (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (ai) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts (including short-term investments) or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables similar cash items of Seller or any Affiliate of Seller; all related-party receivables and employee receivables (including the Retained Subsidiaries, whether or not related right to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(hcollect any such receivables); (jii) all real property (or interest therein)short term advances by the group companies related to Seller; (kiii) all rights third-party cash deposits relating to the Excluded Assets as of the Closing, including but not limited to, real property lease security deposits relating to the Excluded Assets; (iv) deferred income Tax or other Tax assets or liabilities or claim, right or interest of Seller or any Affiliate of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests Seller in or to any refundsrefund, creditsrebate, rebates, abatements abatement or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing orTaxes, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received due thereon or penalty rebate arising therefrom, reduced by any Taxesthe basis of which arose or accrued prior to the Closing Date; (v) all claims for and rights to receive Tax refunds and all rights and claims under insurance policies of Seller; (vi) all books, professional fees or other costs of the Buyer or any of its Affiliates documents, records and files (including the Purchased SubsidiariesA) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or prepared in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with relating to the transactions contemplated by this Agreement; , (iiB) the charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, equityholder and equity transfer records and all other similar records of Seller, (C) confidential personnel records pertaining to any employee of Business who is not transferred to Purchaser, (D) all documents subject Tax Returns relating to the attorney-client privilege Business and work-product protection described in subsection any notes, worksheets, files or documents relating thereto, (i); E) any legal files or other documents that are not related to the Assumed Liabilities (F) all insurance policies of Seller and (iiiG) all documents maintained other books and records that Seller or any Affiliate of Seller is required by Seller in connection with the transactions contemplated by this Agreementlaw to retain; (nvii) all rightsany names, marks, trade names, trademarks, service marks, corporate symbols or logos presently used by Seller or any Affiliate of Seller to the extent that they incorporate the name “HCL” or any similar name, ▇▇▇▇, symbol or logo based thereon; (viii) any claims, counterclaimsactions, creditsdeposits, prepayments, refunds, causes of action or action, rights of set-off against third parties recovery, rights of set off, and rights of recoupment of any kind or nature (including any such item relating to Taxes) related to the Excluded Assets; (ix) the assets listed or arising described on Schedule 1(c)(ix) hereto; (x) all of Seller’s rights under or pursuant to this Agreement and the other agreements between Purchaser and Seller contemplated hereby and any rights, claims or causes of action of Seller or an Affiliate of Seller against any third party relating to any Excluded Liabilities, including, but not limited to, rights of Seller and Seller’s Affiliates to any amounts escrowed and recovered from the Retained Business, escrow pursuant to indemnification claims or otherwise by Seller or Seller’s Affiliates as relating to any Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (pxi) those assets listed on Schedule 3.03(pany and all claims relating to any of the foregoing described in this Section 1(c).

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, other than the Purchased Assets, none following assets of the assets and properties Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”)) are not part of the sale and purchase contemplated hereunder, including are excluded from the following (it being acknowledged Assets and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting remain the definition property of Purchased Assets in any way by implication or otherwise):Sellers after the Closing: (a) all assets cash, cash equivalents, securities, money on deposit with banks, certificates of every kind deposit and nature used similar instruments and short-term investments, other than as provided for in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSection 2.1(m); (b) all bank accounts of Seller minute books, stock Records and corporate seals other than those of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountPurchased Subsidiary; (c) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed in Section 2.2(c) of the Seller Disclosure Letter; (d) all accounts receivable insurance policies and rights thereunder and all insurance benefits, including rights and proceeds, arising from or relating to the Assets and the Assumed Liabilities prior to the Effective Time; (e) all Seller Contracts and other receivables Contracts listed in Section 2.2(e) of the Seller Disclosure Letter; (f) all personnel Records and other Records that any Seller is required by Legal Requirement to retain in its possession; (g) all data and Records that do not constitute Business Records; (h) all deposits or claims for refund or credit of Taxes and other governmental charges of whatever nature to the extent relating to periods prior to the Effective Time, except to the extent reflected on the Closing Balance Sheet; (i) all rights in connection with and assets of the Seller Benefit Plans; (j) all Governmental Authorizations that are not transferable; (k) all rights of Sellers under this Agreement, the B▇▇▇ of Sale, Assignment and Assumption Agreement and the other Transaction Agreements; (l) except to the extent set forth in Section 3.20(a)(i) of the Seller Disclosure Letter and except for the licensed rights granted pursuant to Section 2.13, each Seller’s and Purchased Subsidiary’s right, title and interest in or to any patent, patent applications, corporate names, assumed fictional business names, trade names, registered and unregistered trademarks, service marks, applications, logos, icons or designs, including any trade designation that comprise or are similar to “S▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇,” the S▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ logo or any derivative or abbreviation thereof; (m) each right in internet web sites and internet domain names other than the internet domain names expressly set forth in Section 2.1(j) of the Retained SubsidiariesSeller Disclosure Letter; (n) accounts, notes or debts owed to the Business from, or by the Business to, a Related Person of any Seller prior to the Effective Time; (o) all claims of any Seller against Third Parties relating to the Business or the Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, listed in Section 2.2(o) of the Seller Disclosure Letter, except to the extent such claims relate to Assumed Liabilities; (p) all real property and interests in real property other than the Business Property, including, without limitation, the real property and interests in real property identified on Section 2.2(p) of the Seller Disclosure Letter and all other tangible personal property located on such premises; provided that this Section 2.2(p) shall not related limit Buyer’s right to receive copies of certain data or Records pursuant to Section 2.1(g); and (q) all other assets not used in the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the TVS Business for products or services provided prior to and the Initial Closing Date or for EPD Business, as well as the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the DES Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax business reported as discontinued operations in the Parent’s publicly disclosed consolidated financial statements dated January 31, 2005 and any other property, assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiariesrights designated in Section 2.2(q) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Disclosure Letter.

Excluded Assets. The Parties expressly understand and agree that(a) Notwithstanding anything to the contrary herein, any assets of Seller or its Affiliates (other than the Purchased Company) that do not constitute Transferred Assets, none of including the following assets and properties (of any kind of, or nature) of Seller or any of in the Retained Subsidiaries shall be soldpossession of, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and its Affiliates (other than the Retained Subsidiaries Company) and all rights, title and interest therein (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting excluded from the definition of Purchased Transferred Assets in any way and retained by implication or otherwiseSeller and its Affiliates (other than the Company): (ai) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateRefinery Units; (bii) all bank accounts of Seller the Logistics and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountRetail Assets; (ciii) all cash, cash equivalents, cash deposits, bank accounts, certificates of deposit and other similar cash or cash equivalents of every kind, nature, character and description; (iv) all rights, title and interest in and to accounts receivable and notes receivable, including payments for all finished and unfinished products that are en-route to any customer, exchange balances and all rights to receive payment under any notes, bonds and other receivables evidences of Indebtedness (collectively, “Accounts Receivable”), arising out of the Topping Operations prior to the Closing; (v) all Contracts other than the Assumed Contracts; (vi) the fee ownership of all Seller Real Property (other than, following the subdivision and transfer to Purchaser of, the portion thereof constituting the Main Premises), subject to the terms of the Refinery Access Agreement and the Refinery Property Lease; (vii) actions, claims, deposits, prepayments, refunds, causes of action, rights of recovery defenses, rights of set off, counterclaims, or rights of recoupment of any kind or nature (including under any insurance policy, bond or surety and any such item relating to Taxes), in each case relating to the Topping Operations as conducted prior to the Closing or to the Excluded Assets or Excluded Liabilities; (viii) all Intellectual Property; (ix) all Seller Benefit Plans and all assets under the Seller Benefit Plans; (x) the Excluded Records; (xi) Seller’s rights under this Agreement and the Ancillary Agreements and the agreements and instruments delivered to Seller and its Affiliates by Purchaser pursuant to this Agreement or any Ancillary Agreement; (xii) any claim, right or interest of the Seller in or to any refund, rebate, abatement, or other recovery of Taxes with respect to the Transferred Assets for the Pre-Closing Period; and (xiii) except as provided in Section 1.1(a), all assets and properties of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business not used exclusively in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Topping Operations.

Excluded Assets. The Parties expressly understand and agree that, other than Purchased Assets shall not include the Purchased Assets, none of the following assets and properties property (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all All assets of every kind and nature (tangible or intangible) that are primarily used or held for use in the Retained ShiftPixy Business and not primarily used or otherwise not used held for use in the Business as conducted as of the Initial Closing DatePEO Business; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related All rights to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accounttradename ShiftPixy; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related All rights to the Businesssource code, including, object code or software for the avoidance of doubt, credit card accounts receivable generated by software product marketed and/or sold under the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardstradename ShiftPixy; (d) Copies of all rightsminute books, privileges stock or equity transfer books and claims under other documents relating to the Shared Contractsorganization, maintenance, and existence of Seller as a corporation; (e) all insurance policies Seller’s Tax identification numbers and all rightscopies of Tax Returns (and any notes, claimswork papers, credits files, or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13documents relating thereto); (f) all corporate records All claims for refunds of Taxes and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively governmental charges of Seller for Tax periods prior to the Business Employees or the transfer of which is prohibited by applicable LawClosing; (g) all assets relating to corporate shared services Copies of Seller or otherwise used to perform the services to be provided pursuant any personnel records and other business records with respect to the Transition Services AgreementPEO Business that Seller is required by Law to retain in its possession; (h) all Intellectual Property Rights The rights accruing to Seller pursuant to this Agreement and the other than the Transferred Business Intellectual PropertyTransaction Agreements; (i) all of All Contracts that are not Assumed Contracts, including the Employee Plans and assets relating to the Employee Plans, except as expressly Contracts set forth in Section 8.01(hon Schedule 2.2(i); (j) All insurance policies of Seller and, except to the extent included in Purchased Assets pursuant to Section 2.1(n) above, all real property (or interest therein)rights to applicable claims and proceeds thereunder, including all monies relating to workers’ compensation reserves accrued prior to the Closing Date; (k) all rights of All Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyBenefit Plans and assets attributable thereto; (l) Other than the Shift Equity Interests, all Property Tax refunds with respect to the Purchased Assets and all claimscapital stock, rights or membership interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes equity securities in any Person; (in each case to the extent such Property Taxes or m) Such other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to as may be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (ilisted on Schedule 2.2(m); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;and (n) all rights, claims, counterclaims, credits, causes All bank accounts of action or rights Seller that are not used by Seller to collect funds from any client of set-off against third parties relating to or arising from Seller (the Retained Business, “Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(pBank Accounts”).

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none Excluded Assets shall consist of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):following: (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted Seller's cash on hand as of the Initial Closing Date and all other cash in any of Seller's bank or savings accounts; notes receivable, letters of credit or other similar items of Seller; any stocks, bonds, certificates of deposit and similar investments of Seller and any other cash equivalents of Seller; (b) Seller's partnership books and other books and records relating solely to internal partnership matters and any other books and records not related to the Stations or their respective business or operations; (c) Any claims, rights and interest of Seller in and to any (i) refunds of Taxes or fees of any nature whatsoever or (ii) deposits or utility deposits, in each case which relate solely to the period prior to the Closing Date; (bd) all bank accounts of Seller and of any of All insurance contracts, including the Retained Subsidiaries cash surrender value thereof, and all cash and cash equivalents related insurance proceeds or claims made by Seller relating to the Business to the extent on deposit in such bank accounts property or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of equipment repaired, replaced or restored by Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared ContractsDate; (e) all insurance policies All Employee Benefit Plans and all rightsassets or funds held in trust, claimsor otherwise, credits associated with or causes of action thereunder or used in connection therewith except to with the extent set forth in Section 6.13Employee Benefit Plans; (f) all corporate records and other documents, books, records, customer lists, and databases other than Except for the Business RecordsChoses in Action included in the Assets described in Section 2.1, all employee records and files not relating exclusively Choses in Action of Seller which existed on or prior to the Business Employees or Closing Date and which relate entirely to the transfer of which is prohibited by applicable Lawperiod prior to the Closing Date; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementThe Accounts Receivable; (h) all Intellectual Property Rights other than All tangible and intangible personal property disposed of or consumed in the Transferred Business Intellectual Property;ordinary course of business between the date of this Agreement and the Closing Date, or as otherwise permitted under the terms hereof; and (i) all of Any collective bargaining agreement, any other Contract not included in the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets Assumed Contracts and all claims, rights Contracts that have terminated or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid expired prior to the Initial Closing or, if paid following Date in the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), ordinary course of business and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)permitted hereunder.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, Sellers shall retain only the properties and agree that, other than the Purchased Assets, none assets of the assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Sellers set forth below (all such assets, assets not being acquired by Buyer being herein referred to as the “"Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise"): (a) all the assets of every kind Sellers set forth on Schedule 1.2(a) (and nature used in any proceeds from the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Datedisposition thereof); (b) other than as set forth in Section 1.1(s), all bank accounts of Seller and Sellers' rights to insurance proceeds or other Contracts of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts insurance or in Seller’s possession in transit to any such bank accountindemnity (or similar agreement) recoveries; (c) all accounts receivable and other receivables rights to or Claims for refunds, overpayments or rebates of Seller Taxes for periods (or any of the Retained Subsidiaries, whether portions thereof) ending on or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsDate; (d) all rights, privileges and claims Claims (i) arising under the Shared ContractsBankruptcy Code or under similar state law, (ii) filed or commenced in any court by any Seller as a plaintiff or (iii) not relating to any Acquired Assets or any Assumed Liability; (e) all insurance policies and all rightsany asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, claims, credits leased or causes otherwise disposed of action thereunder or in connection therewith except to during the extent set forth in Section 6.13time from the Execution Date until the Closing Date; (f) all corporate records and other documents, books, records, customer lists, and databases other than except for the Business RecordsAcquired Contracts, all employee records and files not relating exclusively of the Contracts to the Business Employees or the transfer of which any Seller is prohibited by applicable Lawa party; (g) all assets relating amounts due to corporate shared services Sellers from any Affiliate of Seller or otherwise used Sellers (other than amounts due to perform the services to be provided pursuant to the Transition Services AgreementSellers from any Joint Venture); (h) all Intellectual Property Rights books, files and records owned by any Seller that relate to current or former employees and other than personnel, including, without limitation, books, files and records that are related to medical history, medical insurance or other medical matters and to workers' compensation and to the Transferred Business Intellectual Propertyevaluation, appraisal or performance of current or former employees and other personnel of any Seller (collectively, the "Employment Records"); (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (ji) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements Sellers' equity or other recovery for Taxes (ownership interest in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates Ship Business (other than any interest in the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereofM/V ▇▇▇▇▇▇▇ ▇▇▇▇ and the M/V ▇▇▇▇▇ Harbor), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to Sellers' right, title and interest in any assets currently or formerly used primarily in the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; Ship Business and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties expressly understand following assets, properties and agree that, other than rights (the Purchased Assets, none of "EXCLUDED ASSETS") are not included in the assets Assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by the Seller and shall not be acquired by the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in Purchaser pursuant to this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):Agreement: (a) all assets of every kind and nature used any contract set forth in SCHEDULE 2.2(a) (the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date"EXCLUDED CONTRACTS"); (b) any contract with respect to which the Purchaser does not assume all bank accounts of Seller and of any of liabilities that arise on or after the Retained Subsidiaries and all cash and cash equivalents related to Closing Date in accordance with the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account365 Order; (c) all accounts receivable and other receivables of Seller any real property leases or any of subleases set forth on SCHEDULE 2.2(c) (the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards"EXCLUDED LEASES"); (d) all rightsany assets of any Seller Plan, privileges other than the assets of any Assumed Seller Plan, and claims any rights under any Seller Plan (other than the Shared Contractsrights under any Assumed Seller Plan) or any contract, agreement or arrangement between any Employee or consultant and the Seller, except the Assumed Seller Plans; (e) all insurance policies and all rights, demands, claims, credits or actions and causes of action thereunder that the Seller or in connection therewith except the Business may have, on or after the date hereof, against any Governmental Authority for refund or credit of any type with respect to the extent set forth in Section 6.13Seller's Taxes for the Pre-Closing Tax Period or Income Taxes of the Seller for any period; (f) all corporate records rights, demands, claims, actions and causes of action (whether for personal injury or property, consequential or other documentsdamages of any kind) (collectively, books, records, customer lists, and databases other than "CLAIMS") that the Seller or the Business Recordsmay have against any Person with respect to, all employee records and files not relating or that are exclusively to the Business Employees related to, any Excluded Liabilities or the transfer of which is prohibited by applicable LawExcluded Assets; (g) all assets proceeds, reserves, benefits or claims relating to corporate shared services any insurance coverage arising out of Seller the insurance policies or otherwise used binders set forth on SCHEDULE 4.18 with respect to perform the services to be provided pursuant to the Transition Services AgreementClaims arising out of or in connection with any Excluded Liabilities; (h) all Intellectual Property Rights any actions arising out of the Chapter 11 Case (other than actions that in the Transferred Business Intellectual Propertyreasonable judgment of the Purchaser are necessary for the Purchaser to realize the full value of the Assets); any actions related to the Excluded Assets; and any avoidance actions or similar actions, including but not limited to actions under sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code; (i) all of the Employee Plans and assets relating to the Employee Plansany other asset, except as expressly property, right, contract or claim set forth in Section 8.01(hon SCHEDULE 2.2(i); (j) the following assets, subject to the agreement of the parties set forth in Section 2.9: (1) the escrow account established for and relating to the Seller's former pension plan at its Powermatic Division (the "POWERMATIC ESCROW"); (2) the bank account or escrow account in respect of the "Matt▇▇▇▇" ▇▇sets of the Seller (the "MATT▇▇▇▇ ▇▇▇ROW"); and (3) all real property rights, demands, claims, actions and causes of action (or interest thereinand proceeds thereof) in respect of the letter of credit and its proceeds drawn by the landlord of the Seller's Frankenmuth facility (the "CPA5 LC PROCEEDS" and, together with the Powermatic Escrow and the Matt▇▇▇▇ ▇▇▇row, the "RETAINED CASH ASSETS");; and (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claimsreal property located in Gladwin, rights or interests in or to any refundsMichigan, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege agreement of the parties set forth in Sections 2.7 and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)2.9.

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and agree thatSellers shall retain all right, other than title and interest to, in and under the Purchased Assetsfollowing assets, none properties, interests and rights of the assets and properties Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateNon-Assumed Contracts; (b) all bank accounts of Seller and of cash retainers held by any professional retained with the permission of the Retained Subsidiaries Bankruptcy Court, the Wind Down Amount, the Reserve and all cash and cash equivalents related to tendered as part of the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountPurchase Price; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiariesclaim, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (right or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests Sellers in or to any refundsrefund, creditsrebate, rebates, abatements abatement or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (the Business or portion thereof)the Purchased Assets, in each case together with any interest received due thereon or penalty rebate arising therefrom, reduced by for any Taxes, professional fees Tax Period (or other costs of portion thereof) ending on or before the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundClosing Date; (d) all Documents (whether copies or originals) (i) all attorney-client privilege to the extent they relate solely to any of the Excluded Assets or Excluded Liabilities, (ii) that Sellers are required by Law to retain and attorney work-product protection are prohibited by Law from providing a copy of Seller to the Purchaser or associated with the Business as a result of legal counsel representing Seller or the Business (iii) prepared primarily in connection with the transactions contemplated by this Agreement; , including bids received from other parties, but not including any non-disclosure, confidentiality, non-compete or non-solicitation agreements; (iie) all documents subject shares of capital stock or other equity interests of Sellers or securities convertible into or exchangeable or exercisable for any such shares of capital stock or other equity interests of Sellers, but expressly excluding from the “Excluded Assets” the HEARx West Membership Interest; (f) Sellers’ director and officer insurance policies, fiduciary policies and employment practices policies (in each case of the foregoing, including any tail policies or coverage thereon); (g) any avoidance claims or causes of action under the Bankruptcy Code or applicable state Law with respect to the attorney-client privilege Excluded Assets, including, without limitation, all rights and work-product protection described in subsection avoidance claims of Sellers arising under chapter 5 of the Bankruptcy Code with respect to the Excluded Assets; (h) all claims, defenses, offsets, and counterclaims, if any, that Sellers may have against the First Lien Lender and any of its Affiliates under the First Lien Loan Documents or otherwise; (i); and (iii) all documents maintained by Seller in connection claims that Sellers may have against any Person solely with the transactions contemplated by respect to any Excluded Assets; (j) Sellers’ rights under this Agreement; (nk) all rightsSeller Plans, claimsexcept the Assumed Plans, counterclaimsincluding, creditswithout limitation, causes any assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with such Seller Plans to the extent transferable in accordance with the existing terms and conditions of action or rights of set-off against third parties relating such Seller Plans and any applicable insurance policies related to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiessuch Seller Plans; (ol) Personal Information in respect of customersthe Contracts, except as expressly provided in Section 6.19properties and assets set forth on Schedule 2.2(l) and on Schedule 1.1 (rr) ; and (pm) those assets listed on Schedule 3.03(p)the Excluded Subsidiaries.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary in Section 2.1 or elsewhere in this Agreement, other than the Purchased Assets, none following assets of the assets and properties PCD (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”)) are excluded from the Purchased Assets, including and are to be retained by PCD as of the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):Closing: (a) all assets of every kind and nature used in the Retained Business cash or otherwise not used in the Business as conducted as cash equivalents of the Initial Closing DateBusiness; (b) all any bank or brokerage accounts of Seller PCD and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountits subsidiaries; (c) all notes and accounts receivable of the Business, including all trade accounts receivable and other receivables rights to payment from customers, and the full benefit of Seller all security for such accounts or any of the Retained Subsidiaries, whether or not related rights to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardspayment; (d) original copies of all rightsfinancial and accounting records, privileges minute books, non-classified records and claims under the Shared ContractsTax records of PCD and its subsidiaries, and any other materials that PCD or its subsidiaries are required by Law to retain; (e) all insurance policies member’s interests in and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13;PCD and its subsidiaries (f) all corporate records certificates for insurance, binders for insurance policies and other documents, books, records, customer listsinsurance, and databases other than the Business Recordsclaims and rights thereunder and proceeds thereof, all employee records and files not relating exclusively to the Business Employees extent not transferable or the transfer of which is prohibited by applicable Lawassignable; (g) all assets relating claims for refund of Taxes and other governmental charges of whatever nature arising out of PCD’s operation of the Business or ownership of the Purchased Assets prior to corporate shared services the Closing, including any Taxes that arise as a result of Seller or otherwise used to perform the services to be provided sale of the Purchased Assets pursuant to the Transition Services Agreementthis Agreement and any deferred Taxes of any nature; (h) all Intellectual Property Rights other than Governmental Authorizations and all pending applications therefore or renewals thereof, to the Transferred Business Intellectual Propertyextent not transferable or assignable; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or actions, defenses and rights of set-off against third parties relating to or arising from the Retained BusinessExcluded Liabilities, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which PCD may be entitled in connection with or relating to the Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (oj) Personal Information all assets related to the D2EO business and assets required to continue to operate the D2EO business out of the current PCD location at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ including the premises lease (collectively, the “D2EO Business”); (k) all rights of PCD under this Agreement and any other documents, instruments or certificates executed in respect of customers, except as expressly provided in Section 6.19connection with the transactions contemplated by this Agreement; and (pl) those assets listed all machinery, equipment, furniture, furnishings, computer hardware and software, materials, vehicles, tools, dies, molds and other items of tangible personal property of every kind and wherever located, used or held for use in connection with or related to the Business not set forth on Schedule 3.03(p)Section 2.1(e) of the Disclosure Schedule.

Excluded Assets. The Parties expressly understand Notwithstanding anything herein to the contrary (including Section 2.1, Section 2.2 and agree thatSection 2.3), other than Seller and Everen shall (and Seller shall cause the Purchased AssetsOther Seller Group Entities to), none as applicable, retain all of their right, title and interest in and to, and JV Buyer, G Buyer and B Buyer shall not purchase, acquire, accept or assume, and the assets and properties (of any kind or nature) of Seller or Transferred Assets shall not include, any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries following (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets Contracts of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as any member of the Initial Closing DateSeller Group and its Affiliates, other than the Transferred Contracts; (b) all bank accounts of Seller assets, property and equipment of any member of the Retained Subsidiaries Seller Group and all cash and cash equivalents related to its Affiliates, other than the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountTransferred Assets; (c) all accounts receivable and other receivables Tax assets of Seller or any member of the Retained SubsidiariesSeller Group (including Tax refunds and prepayments, whether Tax credits, Tax rebates or not related similar payments relating to Taxes including any interest received thereon from the Business, including, for the avoidance of doubt, credit card accounts receivable generated applicable Taxing Authority) attributable to Taxes paid or otherwise borne by the Business for products Seller Group with respect to a Pre-Closing Tax Period, and all other Tax assets (including Tax refunds and payments, Tax credits, Tax rebates or services provided prior similar payments relating to the Initial Closing Date Taxes) with respect to any Excluded Asset or for the sale of the Redeemable Gift CardsRetained Liability; (d) all rightsTax Returns of any member of the Seller Group and its Affiliates, privileges other than sales, use and claims under Property Tax Returns relating solely and exclusively to the Shared ContractsTransferred Assets or the Business filed within three (3) years preceding the Closing Date, and all books and records (including working papers) related thereto; (e) all insurance policies assets and properties in respect of Employee Benefit Plans, including all rights, claims, credits or causes of action thereunder or rights in connection therewith except to the extent set forth in Section 6.13with and assets funding any obligation under each Employee Benefit Plan; (f) all corporate records and other documentsinsurance policies of any member of the Seller Group or any of their respective Affiliates and, books, records, customer listsexcept as expressly contemplated by, and databases other than subject to, Section 2.1(m), Section 2.2(i) or Section 2.3(j), rights of any member of the Business Records, all employee records and files not relating exclusively Seller Group or any of their respective Affiliates to the Business Employees or the transfer of which is prohibited by applicable Lawinsurance proceeds under any insurance policy; (g) all assets relating to corporate shared services of Seller or otherwise used to perform credits, prepaid expenses, deferred charges, advance payments, security and other deposits, prepaid items and duties, other than the services to be provided pursuant to JV Business Deposits, the Transition Services AgreementG Buyer Business Deposits and the B Buyer Business Deposits; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Propertycash, cash equivalents and securities; (i) all Intercompany Receivables to the extent not settled, repaid in full, cancelled or terminated at or prior to the Closing; (j) all Seller Systems; (k) all licenses, charters and legal entities of any member of the Employee Plans Seller Group and assets relating its Affiliates and any ownership interests of or held by any member of the Seller Group and its Affiliates in any Person; (l) all rights to any refunds, claims, causes of action (including counterclaims), indemnity, contribution, reimbursement, rights of set-off, rights of recoupment and defenses against any Third Party, other than the Employee PlansJV Transferred Claims, the G Buyer Transferred Claims and the B Buyer Transferred Claims; (m) any rights of any member of the Seller Group or any of their respective Affiliates, in any Real Property Leases and Owned Real Property; (n) all Retained Books and Records; (o) any Permit held by any member of the Seller Group; (p) any right in or to any Intellectual Property Rights of any member of the Seller Group or their respective Affiliates (except any right as expressly set forth in Section 8.01(h6.4(b) with respect to Retained Books and Records), including any Seller Name (other than the Owned Reporting Marks); (jq) all real property (or interest therein)bank accounts and safe deposit boxes of any member of the Seller Group; (kr) all rights of Seller or any member of the Retained Subsidiaries arising Seller Group under this Agreement or the Transaction Documents or the transactions any document contemplated hereby or thereby; (ls) all Property Tax refunds with respect to the Purchased Assets assets and all claims, rights or interests in or to properties that any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs member of the Buyer Seller Group or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable are required by Law or Order to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundretain; (it) all attorney-client privilege and attorney work-product protection any asset set forth on Section 2.4(t) of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Disclosure Schedule; and (pu) those assets listed any railcars or locomotives purchased, to be purchased or ordered by any member of the Seller Group after the Reference Tape Date that would have been Finance Locomotive and Rail Equipment and set forth on Schedule 3.03(p)the Reference Finance Equipment Tape had they been purchased by the Seller Group as of the Reference Tape Date.

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the assets and properties (of any kind or nature) of Seller or Assets shall not include any of the Retained Subsidiaries shall be soldfollowing assets, conveyed, transferred or assigned to Buyer, which assets rights and properties shall instead be retained by of the Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including all of which are excluded from the following (it being acknowledged Purchased Assets and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting retained by the definition of Purchased Assets in any way by implication or otherwise):Seller: (a) all assets of every kind corporate seals, corporate minute books, stock records and nature used in the Retained Business or otherwise not used in the Business as conducted as Tax Returns of the Initial Closing DateSeller; (b) all cash, cash equivalents, investments and bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables the shares of Seller or any capital stock of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards;Seller held in treasury. (d) all rightsequipment, privileges and claims under the Shared Contractsparts, or supplies relating to printing, copying, scanning, or otherwise reproducing documents and/or print product; (e) all insurance policies and all rightsaccounts receivable of the Business existing on the Closing Date, claims, credits or causes notwithstanding the value of action thereunder or in connection therewith except to the extent set forth in Section 6.13such accounts receivable; (f) all corporate records and other documentsthe rights arising under those Contracts of the Seller not listed on Schedule 2.2(a) (collectively, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law“Excluded Contracts”); (g) subject to Section 2.2(f), all assets rights of the Seller exclusively in connection with the Business relating to corporate shared services deposits, prepaid expenses, claims for refunds and rights of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementoffset; (h) all Intellectual Property Rights other than claims and rights of the Transferred Business Intellectual PropertySeller to federal, state, local and foreign Tax refunds, Tax refund claims, Tax credits and Tax deposits for tax periods ending before the Closing Date, and with respect to any such refund applicable to any Straddle Period, the portion of any refund for the period for which the Seller is responsible for any Straddle Period Taxes corresponding to such refund, as determined under Section 7.3; (i) all insurance policies of the Employee Plans Seller and assets relating to all of the Employee Plans, except as expressly set forth in Section 8.01(h);Seller’s rights thereunder; and (j) all real property (or interest therein); (k) all the rights of the Seller under this Agreement or any of the Retained Subsidiaries arising under the Transaction Documents document or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or agreement entered into in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)herewith.

Excluded Assets. The Parties expressly understand and Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that, that the Company’s assets shall exclude all assets other than the Purchased Assets▇▇▇▇▇▇▇▇ Company Assets (right, none of title and interest to which shall be transferred by the assets and properties (of any kind or nature) of Company to Seller or any of its designee, on an “AS-IS,” “WHERE-IS,” AND “WITH ALL FAULTS” basis, at or prior to Closing or, to the Retained Subsidiaries shall extent such transfer cannot reasonably be soldaccomplished prior to Closing, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and as promptly as practicable following the Retained Subsidiaries Closing) (all such assetscollectively, the “"Excluded Assets”"), including without limitation the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise):following. (a) All cash or cash equivalents on hand or held in any account of the Company (including all assets checking, savings, depository or other accounts); (b) All accounts receivable and notes receivable of the Company related to or arising out of transactions between the Company, on the one hand, and any Seller Companies, on the other hand; (c) All stock, membership interests, partnership interests or other ownership interests in any Seller Companies; (d) The Retained IP; (e) Any Records to the extent related to the Excluded Assets or the Excluded Liabilities (including files relating to Taxes and personnel files); (f) All rights of the Company with respect to any Proceedings, causes of action and claims of every nature, kind and nature used in the Retained Business or otherwise description relating to any Excluded Assets and not used in the Business as conducted as to any of the Initial ▇▇▇▇▇▇▇▇ Company Assets, including all rights, claims, liens, rights of setoff, offset or recoupment, defenses, lawsuits, judgments and other claims or demands of any nature against third parties whether liquidated or unliquidated, fixed or contingent or otherwise; (g) All rights under any insurance policies of Seller, any Seller Companies or the Company, including any cash surrender value under any such insurance policies; (h) All claims for any refunds of Taxes and other governmental charges attributable to any period ending on or before the Closing Date; (bi) all bank accounts of Seller and of All assets held under any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated employee benefit plans maintained by the Business for products or services provided prior to the Initial Closing Date or for the sale benefit of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h)Company; (j) all real property (All prior title insurance policies and commitments, deeds and surveys covering any Real Property issued to, on behalf of or interest therein)for the benefit of Seller, any Seller Companies or the Company; (k) Any computer hardware and software owned or leased by, or licensed to, the Company that is not listed on Schedule 1.2(f) (including all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebybilling, route management and other software programs other than basic operating systems); (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all All rights, claimstitle and interest in any financial responsibility, counterclaims, credits, causes of action financial assurance or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19similar mechanisms; and (pm) those Such other assets of the Company that are listed on Schedule 3.03(p1.4(m).

Excluded Assets. The Parties expressly understand Anything in this Agreement to the contrary notwithstanding, there shall be excluded from the assets, properties, rights and agree thatbusiness to be transferred to the Purchaser hereunder (and the Assets shall not be deemed to include), other than (i) the Purchased Assetscorporate seal, none minute book, charter documents and stock records, tax returns and tax records of each of the assets Companies; (ii) cash, cash equivalents, bank deposits and properties collateralized letters of credit; (iii) payments made and to be made to the Companies, and other rights of the Companies under this Agreement; (iv) receivables of any kind or nature) of Seller nature owing to the Parent by Sub or any other subsidiary of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries Parent (all such assetscollectively, the “Excluded Assets”Parent and its subsidiaries are sometimes called, the "PARENT GROUP"), including the following ; (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding v) receivables of any nature owing to Sub by Parent or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as other member of the Initial Closing Date; Parent Group; (bvi) all bank accounts of Seller insurance policies and of rights under any of the Retained Subsidiaries and all cash and cash equivalents related insurance policies (except as an insurance policy specifically relates to the Business Assumed Medical Plan, as such term is defined in Section 7.3.1 below); (vii) prepaid insurance (except if such prepaid insurance relates to the extent on deposit in such bank accounts or in Seller’s possession in transit Assumed Medical Plan); (viii) any income tax refunds relating to any such bank account; (c) all accounts receivable and other receivables of Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided periods prior to the Initial Closing Date Closing; (ix) any assets under the balance sheet caption "Deferred Tax Asset"; (x) shares of stock or for the sale other securities in any member of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases Parent Group other than the Business RecordsSRC, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; other Person; (lxi) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or causes of action relating to any refundsExcluded Asset or Retained Liability; (xii) any right or interest in the tradename "Mastering Computers," "SkiView," or any derivation thereof or trademark or logo related thereto or in the Eagle River Interactive logo consisting of a fish pursuing another fish, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries)trademark "Lifeguard"; (xiii) any asset, property or record listed or described in SCHEDULE 1.2; and (xiv) any other Tax assets of Seller asset, property or record used by the Retained Subsidiaries and Companies primarily in connection with their Affiliates (businesses other than the Purchased Subsidiaries) with respect to Taxes for any Tax period Business (or portion thereof)collectively, in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p"EXCLUDED ASSETS").

Excluded Assets. The Parties Notwithstanding anything to the contrary contained herein, Purchaser expressly understand understands and agree that, other than agrees that the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller Entities and the Retained Subsidiaries Purchased Entities (all such assets, the “Excluded Assets”) shall be retained by the Seller Entities and their Affiliates (other than the Purchased Entities), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting excluded from the definition Purchased Assets, notwithstanding any other provision of Purchased Assets in any way by implication or otherwise):this Agreement: (a) Any and all assets Cash Amounts (other than any Cash Amounts of every kind and nature used the Purchased Entities as of 11:59 p.m., New York City time, on the last Business Day prior to the Closing Date to the extent such Cash Amounts are included in the Retained Business or otherwise not used in the Business as conducted as determination of the Initial Closing DateCash Amounts); (b) Any and all bank accounts equity interests in any Affiliate of Seller and of any of (other than the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountPurchased Entities); (c) Sponsorship of and any and all accounts receivable assets, rights and interests under or related to the Seller Benefit Plans; (d) Any and all Intellectual Property (including the Alight Marks and internet domain names containing the Alight Marks) other receivables than the Business IP; (e) Any and all Contracts and portions of Contracts (other than the Specified Business Contracts and the Transferred Leases), including all Contracts with vendors and suppliers to any Seller Entity or any of their applicable Affiliates that are not exclusively related to the Retained SubsidiariesBusiness (other than the Contracts set forth on Section 2.4(b)(i) of the Seller Disclosure Schedules); (f) Except as expressly included in clause (c) of Section 2.4, any and all owned and leased real property and other interests in real property; (g) Any and all refunds, overpayments, prepayments or credits of or against Excluded Business Taxes; (h) Other than the Books and Records specified in Section 2.4(n), any and all Tax Returns and other books and records related primarily to Taxes paid or payable by Seller, the Seller Entities or any of their respective Affiliates (other than the Purchased Entities); (i) All of the rights and interests of Seller and its Affiliates (including the Seller Entities, but excluding the Purchased Entities) in and to all correspondence and documents in connection with the sale of the Business (other than the applicable portions of the Confidentiality Agreement or any other confidentiality, non-disclosure, non-solicitation, non-hire or similar agreement to the extent related to the Business); (j) Except as set forth in Section 2.4(o) and subject to Section 5.10, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, includingfor all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the avoidance Closing; (k) Any and all Permits, other than the Transferred Permits; (l) All rights to receive administrative and corporate (overhead, shared and other) services and benefits of doubt, credit card accounts receivable generated the kind provided to the Business by the Business for products Seller Entities, either directly or services provided indirectly through third-party service providers, prior to the Initial Closing Date or for the sale Date, and all assets of the Redeemable Gift Cards; Seller Entities related thereto, including (dA) all rightscomputer and information processing services (other than as provided through the Business IT Assets), privileges (B) finance, accounting and claims under the Shared Contracts; payroll services, (eC) all facilities management services (including environmental, health and safety), (D) treasury services (including banking, insurance policies administration, taxation and all rightsinternal audit), claims(E) general and administrative services, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (fF) all executive and management services, (G) legal services, (H) human resources services, (I) risk management services, (J) group purchasing services, (K) corporate records marketing, strategy and other documentsdevelopment services, books, records, customer lists(L) corporate travel and aircraft services, and databases other than the Business Records(M) investor relations services, all employee records and files not relating exclusively to the in each case unless such services are provided through Purchased Entities, Purchased Assets, Transferred Business Employees or the transfer of which is prohibited permissible by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be Law and provided pursuant to the terms of the Transition Services Agreement; (hm) all Intellectual Property Rights All IT Assets owned by Seller and its Affiliates other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this AgreementIT Assets; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement;and (n) all rights, claims, counterclaims, credits, causes of action or All assets and other rights of set-off against third parties relating to the Business sold or arising otherwise transferred or disposed of during the period from the date hereof through and including the Closing Date, in any event in accordance with the provisions hereof, and all rights arising under or relating to any Retained BusinessLiabilities. The parties acknowledge and agree that neither Purchaser nor any of its Subsidiaries will acquire or be permitted to retain any direct or indirect right, title and interest in any Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p)Assets.

Excluded Assets. The Parties expressly understand and agree thatNotwithstanding anything to the contrary contained in this Agreement, the Transferred Assets will not include any assets or rights other than the Purchased Assets, none of assets specifically listed or described in Section 1.02 and will expressly exclude the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall which will not be construed as expanding sold, transferred, assigned or augmenting the definition of Purchased Assets in any way by implication or otherwise):delivered to Purchaser: (a) all assets cash, cash equivalents or securities of every kind and nature used in the Retained Business Seller or otherwise not used in the Business as conducted as any of the Initial Closing DateSeller Parties; (b) all bank accounts and notes receivable and similar rights to receive payments (including in respect of trade promotions, consumer promotions, rebates or volume discounts) of Seller and of or any of the Retained Subsidiaries and all cash and cash equivalents related to Seller Parties arising out of the operation or conduct of the Business to before the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountClosing (the “Retained Receivables”); (c) all accounts receivable Claims and other receivables rights of Seller or any of the Seller Parties to the extent arising out of, relating to or in respect of any Excluded Asset or any Retained SubsidiariesLiability, including (i) any such items arising under insurance policies, (ii) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Seller Parties in respect of any other Excluded Asset or any Retained Liability and (iii) all Claims that Seller or any of the Seller Parties, in any capacity, ever had, now has or may have in the future, whether known or not related unknown, to the extent arising out of, relating to or in respect of (A) the Business’s purchase or procurement of any good, includingservice or product at any time up until the Closing or (B) Seller’s or any of the Seller Parties’ purchase or procurement of any good, for the avoidance of doubtservice or product for, credit card accounts receivable generated by or on behalf of, the Business for products at any time up until the Closing, along with any and all recoveries by settlement, judgment or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cardsotherwise in connection with any such Claims; (d) all rights, privileges and claims under any shares of capital stock or other equity interests of any affiliate of Seller or any of the Shared ContractsSeller Parties; (e) all insurance policies and all rightsany refunds or credits, claims, claims for refunds or credits or causes rights to receive refunds or credits from any Taxing Authority with respect to Excluded Taxes (including Property Taxes that are the responsibility of action thereunder or in connection therewith except Seller pursuant to the extent set forth in Section 6.1310.01); (f) all any corporate records or other entity books and other documents, books, records, customer listsany records (including accounting records) related to Taxes paid or payable by Seller, any of the Seller Parties or any of their respective affiliates and databases other than the Business Records, all employee financial and Tax records and files not relating exclusively to the Business Employees that form part of Seller’s, any of the Seller Parties’ or any of their respective affiliates’ general ledger (it being understood that such materials may be subject to Section 10.04 to the transfer of which is prohibited by applicable Lawextent applicable); (g) all assets records prepared in connection with the sale of the Business (or any portion thereof), including bids received from third persons and analyses relating to corporate shared services the sale of Seller Business (or otherwise used to perform the services to be provided pursuant to the Transition Services Agreementany portion thereof); (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising Seller Parties under this Agreement and any other agreements, certificates and instruments relating to the Transaction Documents sale of the Business (or any portion thereof) or otherwise delivered in connection with this Agreement; (i) the transactions contemplated therebynames and marks “General ▇▇▇▇▇,” “Pillsbury,” “Cascadian Farms,” “Annie’s,” “Progresso,” “Old El Paso” and the names and marks of any of the Seller Parties (in any style or design) and any name or ▇▇▇▇ derived from or including any of the foregoing and the goodwill associated therewith and any logos or trademarks of Seller or its affiliates not expressly included in the Transferred Intellectual Property (collectively, the “Excluded Marks”); (j) subject to Section 11.10, all universal product codes for the Products; (k) all division or corporate-level services of the type currently provided to the Business by Seller, any of the Seller Parties or any of their respective affiliates; and (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests assets identified in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased SubsidiariesSection 1.03(l) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refundSeller Disclosure Letter; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties Notwithstanding the foregoing, Buyer expressly understand understands and agree thatagrees that it is not purchasing or acquiring, other than the Purchased Assetsand Sellers are not selling or assigning, none any of the following assets and properties of Sellers (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets Cash (other than the Transferred Cash), bank accounts, and securities of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSellers; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountContracts that are not Assigned Contracts; (c) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers, all accounts receivable employee-related or employee benefit-related files or records (other than personnel files of Transferred Employees), and any other receivables of Seller books and records that Sellers are prohibited from disclosing or any of the Retained Subsidiaries, whether or not related transferring to the Business, including, for the avoidance of doubt, credit card accounts receivable generated Buyer under applicable Law and is required by the Business for products or services provided prior applicable Law to the Initial Closing Date or for the sale of the Redeemable Gift Cardsretain; (d) all rights, privileges insurance policies of Sellers and all rights to applicable claims under the Shared Contractsand proceeds thereunder; (e) all insurance policies Tax assets (including duty and all rights, claims, credits Tax refunds and prepayments) of Sellers or causes any of action thereunder or in connection therewith except to the extent set forth in Section 6.13their Affiliates; (f) all corporate records and other documentsrights to any action, bookssuit or claim of any nature available to or being pursued by Sellers, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees whether arising by way of counterclaim or the transfer of which is prohibited by applicable Lawotherwise; (g) all assets relating to corporate shared services of Seller books, records, and other materials prepared by, or otherwise used to perform emails and other correspondence with, outside legal counsel (including the services to be provided pursuant to Privileged Communications), together with the Transition Services Agreementrelated attorney-client privilege and all attorney work product protections; (h) all Intellectual Property Rights books, records, other than materials, emails and other correspondence relating to Sellers’ or the Transferred Business Intellectual PropertyShareholders’ preparation and negotiation of this Agreement and the other Transaction Documents and the evaluation and consummation of the transactions contemplated hereby and thereby; (i) all of employee benefit plans maintained by Sellers or any Affiliates thereof (the Employee Plans and assets relating to the Employee “Seller Benefit Plans, except as expressly set forth in Section 8.01(h”); (j) all real property (the assets, properties and rights of Sellers, if any, that do not relate to, and are not used or interest therein)held for use in connection with, the Business; (k) all the rights of Seller that accrue or any of the Retained Subsidiaries arising will accrue to Sellers under the Transaction Documents or the transactions contemplated therebyDocuments; (l) all Property Tax refunds with respect to the Purchased Assets assets, properties and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing orrights, if paid following the Initial Closingany, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiariesspecifically set forth on Section 2.02(l) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Disclosure Schedules; and (pm) those assets listed on Schedule 3.03(pall accounts receivable of the Business (“Accounts Receivable”).

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 ) shall not be construed as expanding sold or augmenting the definition of Purchased Assets in any way by implication or otherwise):transferred to Buyer: (a) all assets any cash or cash equivalents held by or on behalf of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing DateSeller; (b) all bank accounts any rights of Seller under this Agreement (or under any other agreement between Seller and of any of Buyer entered into on or after the Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank accountdate hereof); (c) all accounts receivable and other receivables of Seller or any the assets of the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsSeller Plans; (d) all rights, privileges the corporate minute book and claims under the Shared Contractsequity ownership records of Seller; (e) all insurance policies paper inventory that is more than six months old or not of the grade, weight and all rights, claims, credits or causes of action thereunder or trim size currently used by the Seller in connection therewith except to publishing the extent set forth in Section 6.13Shape print magazine; (f) the postal permit and all corporate records and other documents, books, records, customer lists, and databases other than postal deposits of the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable LawSeller; (g) all assets relating rights in, to corporate shared services of Seller or otherwise used to perform and under the services to be provided pursuant to the Transition Services Agreementcontracts listed in Schedule 1.3(g); (h) all Intellectual Property Rights Tax losses and credits, Tax loss and credit carry forwards and other than the Transferred Business Intellectual PropertyTax attributes, all deposits or advance payments with respect to Taxes, and any claims, rights, and interest in and to any refund, credit or reduction of Taxes; (i) all of the Employee Plans Tax Returns, Tax information and assets relating Tax records related to the Employee Plans, except as expressly set forth in Section 8.01(h);Seller or its (j) all real property (any trade name, trademarks, service marks, domain names or interest therein)logos using or incorporating the names “American Media,” “AMI,” “Weider” or any variation or derivative thereof; (k) all rights of Seller records and documents primarily relating to Excluded Assets or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyto liabilities other than Assumed Liabilities; (l) all Property Tax refunds with respect records of Seller and its Affiliates relating to the Purchased Assets negotiation and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets consummation of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this AgreementAgreement and all records of Seller and its Affiliates prepared in connection with the sale of the Business, including communications with legal counsel representing Seller and the right to assert the attorney-client privilege with respect thereto; notwithstanding the foregoing, (iii) all documents subject Buyer does not waive any of its claims to the attorney-client privilege with respect to the Business and work-product protection described in subsection (i); and (iii) all documents maintained by Seller shall cooperate with Buyer’s assertion of those rights in connection with any third-party litigation and (ii) in the transactions contemplated by event that a dispute arises between the Buyer and a third party (other than a party to this Agreement) after the Closing Date, the Buyer or its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller or its attorneys to such third party. (m) any rights, claims or causes of action of the Seller against third parties relating to (i) the assets, properties, business or operations of the Business arising out of transactions occurring prior to the Closing Date and (ii) collection of revenues arising from issues of the Brands that predate the Buyer Issues; (n) all rightsthe contracts, claims, counterclaims, credits, causes agreements or understandings of action or rights of set-off against third parties relating the Seller which have expired prior to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19Closing Date; and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, Sellers shall not sell, transfer or assign, and agree thatBuyer shall not acquire any right, other than title or interest in or to the Purchased Assets, none of the following assets and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assets, the “Excluded Assets”)): 2.2.1 All rights of Sellers under this Agreement and the Ancillary Agreements; 2.2.2 All rights to premium refunds or distributions from ANI made with respect to any period prior to the Closing Date under the nuclear liability insurance policies relating to the Vallecitos Licensed Facilities, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the following (it being acknowledged Closing Date pursuant to the ANI nuclear industry credit rating plan, and agreed that nothing in this Section 3.03 shall be construed as expanding regardless of whether such refunds, distributions or augmenting continuity credits occur prior to or after the definition of Purchased Assets in any way by implication or otherwise): (a) all assets of every kind and nature used in the Retained Business or otherwise not used in the Business as conducted as of the Initial Closing Date; 2.2.3 All policies and programs of or agreements for insurance and interests in insurance pools and programs of the Sellers (bin each case including self-insurance and insurance from Affiliates but excluding nuclear liability insurance policies from ANI relating to the Vallecitos Nuclear Center) (collectively, “Insurance Policies”) and all bank accounts of Seller and rights of any nature with respect to any Insurance Policy, including rights to any premium refunds, proceeds or other distributions made before, on or after the Closing Date; 2.2.4 Certain equipment and other assets as set forth in Schedule 2.2.4; 2.2.5 All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), except as included in the assets of the Retained Subsidiaries NDF, and any income, sales, payroll or other receivables relating to Taxes, in each case whether or not relating to the Assets; 2.2.6 Any and all cash and cash equivalents related rights to the Business GE Name and ▇▇ ▇▇▇▇▇, together with any contracts, agreements or understandings granting rights to use the same (including any intellectual property of the Sellers, to the extent on deposit incorporating the GE Name and ▇▇ ▇▇▇▇▇); 2.2.7 The rights of Sellers in such bank accounts or in Seller’s possession in transit and to any such bank accountcauses of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) the Excluded Assets; or (ii) the Excluded Liabilities; (c) 2.2.8 Any and all accounts receivable of Sellers’ rights in any contract representing an intercompany transaction between GE or GEH, on one hand, and an Affiliate of a Seller, on the other receivables of Seller or any of the Retained Subsidiarieshand, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; 2.2.9 To the extent not otherwise provided for in this Section 2.2, any refund or credit related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) all rights, privileges and claims under the Shared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; Taxes: (i) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds paid by Sellers with respect to the Purchased Assets and all claims, rights for periods (or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid portions thereof) that end prior to the Initial Closing orDate, if paid following whether such refund is received as a payment or as a credit against future Taxes; or (ii) arising under any agreement that is included in the Initial Closing, Assets and relates to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax a period (or portion thereof)) ending on or prior to the Closing Date, in each case together with any interest received thereon but only to the extent such Taxes were previously paid or penalty rebate arising therefromotherwise borne by Sellers; 2.2.10 All books, reduced by any Taxesoperating records, professional fees licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or other costs service records relating primarily to the design, construction, licensing or operation of the Buyer or any Excluded Assets; operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject Sellers, wherever located, relating primarily to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantieswhether existing in hard copy or magnetic or electronic form; 2.2.11 All (oi) Personal Information in respect records, presentations, information and reports prepared by or on behalf of customers, except as expressly provided in Section 6.19; Sellers or their respective Affiliates and Representatives prior to the Contract Date and (p) those assets listed on Schedule 3.03(p).

Excluded Assets. The Parties expressly understand Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and agree thatSellers shall retain all right, other than title and interest to, in and under only the Purchased Assetsfollowing assets, none properties, interests and rights of the assets and properties such Seller (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Seller and the Retained Subsidiaries (all such assetscollectively, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) all assets any asset of every kind and nature used Sellers that otherwise would constitute a Purchased Asset but for the fact that it is sold or otherwise disposed of in the Retained Ordinary Course of Business or otherwise not used of such Sellers and in conformity with the Business as conducted as terms and conditions of this Agreement, during the Initial time from the Agreement Date until the Closing Date, or Purchaser otherwise agrees to such disposition; (b) all bank accounts of Seller and copies of any of the Retained Subsidiaries and all cash and cash equivalents related information not relating to the Business to the extent that is stored on deposit in such bank accounts or in any Seller’s possession in transit to any such bank accountcomputer systems, data networks or servers; (c) all accounts receivable agreements and contracts of Sellers other receivables of Seller or any of than the Retained Subsidiaries, whether or not related to the Business, including, for the avoidance of doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift CardsAssigned Contracts; (d) all rights, privileges Documents and claims under the Shared Contractsall personnel records of Seller’s employees that any Seller is required by Law to retain and is prohibited by Law from providing a copy thereof to Purchaser; (e) all insurance policies the Seller’s Organizational Documents, corporate charter, minute and all rightsstock record books, claimsTax Returns, credits or causes of action thereunder or in connection therewith except to the extent set forth in Section 6.13corporate seal, checkbooks and canceled checks; (f) all corporate records and shares of capital stock or other documentsequity interests issued by any Seller or securities convertible into, books, records, customer lists, and databases exchangeable or exercisable for any such shares of capital stock or other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Lawequity interests; (g) any avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all assets other claims or causes of action under any other provision of the Bankruptcy Code or applicable laws, solely relating to corporate shared services of Seller Excluded Assets or otherwise used to perform the services to be provided pursuant to the Transition Services AgreementExcluded Liabilities; (h) all Intellectual Property Rights other than Claims that any of the Transferred Business Intellectual PropertySellers may have against any Person solely with respect to any Excluded Assets or any Excluded Liabilities; (i) all of Sellers’ rights under this Agreement, the Employee Plans Purchase Price hereunder, any agreement, certificate, instrument or other document executed and assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or delivered by Purchaser to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated hereby, or any side agreement between any Seller and Purchaser entered into on or after the Agreement Date; (j) all current and prior director and officer insurance policies of the Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (k) any assets in the store locations listed in Schedule 1.2(k), which the Sellers plan to sell in going-out-of business sales (the “GOB Sales”); (l) any proceeds received by this Agreementthe Sellers from the GOB Sales; (m) all deposits or pre-paid amounts funded by the Sellers for the purpose of the Bankruptcy Cases set forth on Schedule 1.2(m); and (n) all rightsBenefit Plans (including all assets, claimstrusts, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from insurance policies and administration service contracts related thereto) except for the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesAssumed Plans; (o) Personal Information in respect of customers, except as expressly provided in Section 6.19; and (p) those assets listed on Schedule 3.03(p).