Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, in and to and under allall of, and shall not Transfer to the Purchaser anyBuyer any of, of the following assets, rights or and properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary1.1, the Seller shall retain all of its Seller’s right, title and interest in, to in and under all, and shall not Transfer to the Purchaser anyfollowing assets (collectively, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 to the contrary2.1, the Seller shall Sellers will retain all of its their respective right, title and interest inin and to, to and under allshall not, and shall not Transfer be deemed to, sell, assign, transfer, convey or deliver to Purchaser, and the Purchaser anyPurchased Assets shall not, and shall not be deemed to, include any of the following assets (all such retained assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall reserve and retain all of its rightall, title and Buyer shall have no interest or rights in, to and or under all, and shall not Transfer to the Purchaser any, of the following properties and assets (such properties and assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to Purchaser acknowledges and agrees that the contrary"Assets" shall not include, the and Seller shall retain all of its right, title and interest inin and to, to any and under all, and shall not Transfer to the Purchaser any, all of the following assets(collectively, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in any provision of Section 2.1 to the contrary2.1, the following assets of Seller shall retain be excluded from the Purchased Assets, and all of its right, title and interest rights in, to and under allsuch assets shall remain exclusively with Seller (collectively, and shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 hereof to the contrary, the Seller Sellers shall retain all of its their right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary1.1, the Seller shall retain all of its Seller’s right, title and interest inin and to any assets which are not Assets, to and under all, and which shall include but not Transfer be limited to the Purchaser anyfollowing assets (collectively, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, from and after the Closing, Seller shall retain all of its right, title and interest inin and to all assets that are not Transferred Assets, to and under allincluding, and shall not Transfer to the Purchaser anywithout limitation, of the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.1 to the contraryabove, the Seller Sellers shall retain all of its their right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, of the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller The Sellers shall retain all of its their right, title and interest in, to in and under allto, and shall not Transfer transfer to the Purchaser any, of Buyer the following assetsassets (collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, from and after the Closing, Seller shall retain all of its right, title and interest in, to in and under allto, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Acquired Assets shall not Transfer to the Purchaser anyinclude, of solely the following assets, rights or assets and properties (such retained assets and properties being the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary herein, the Seller shall retain all of its Seller's right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, in all of the following assetsproperties, assets and other rights or properties (the "Excluded Assets"):) shall be excluded from the Assets:

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall retain all of its rightreserve and retain, title and Buyer shall have no interest or rights in, to and under allor under, and shall any asset or property which is not Transfer to the Purchaser anyspecifically described in Section 1.1, of including, without limitation, the following properties and assets (such properties and assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its retain, and Buyer shall not purchase, Seller's right, title and interest in, in or to and under all, and shall not Transfer to the Purchaser any, any of the following assetsassets and properties of Seller (collectively, rights or properties (the "Excluded Assets"):), all of which shall remain the exclusive property of Seller, free and clear of any Claim of Buyer:

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall retain all of its rightreserve and retain, title and Buyer shall have no interest or rights in, to and under allor under, and shall not Transfer to the Purchaser any, any of the following properties and assets (such properties and assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 to the contraryabove or elsewhere in this Agreement, the Seller shall will retain all of its right, title and interest in, in and to the following property and under allassets (the “Excluded Assets”), and such property and assets shall not Transfer be transferred to Purchaser and shall be excluded from the Purchaser any, of the following assets, rights or properties (the "Excluded Transferred Assets")::

Excluded Assets. Notwithstanding anything to the contrary in Section 2.1 to the contrary2.1, the Seller shall retain all of its the right, title and interest of Seller in, to and under all, and shall not Transfer to the Purchaser any, of the following assets, properties and other rights or properties (collectively, the "“Excluded Assets"):”) shall be excluded from the Acquired Assets:

Excluded Assets. Notwithstanding anything in Section 2.1 1.1 to the contrary, the Seller shall retain all of its their right, title and interest in, in and to and under allall of, and shall not Transfer to the Purchaser anyBuyer any of, of the following assets, rights or and properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in the provisions of Section 2.1 to the contrary2.01, the Seller shall retain all of its of, and Buyer shall not purchase any of, the right, title and interest in, to and under all, and shall not Transfer of Seller in or to the Purchaser anyfollowing assets (collectively, of the following assets, rights or properties (the "“Excluded Assets"):”), all of which shall remain the exclusive property of Seller, free and clear of any claim of Buyer:

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary2.1(a), the Seller shall retain all of its Seller's right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, in all of the following assets, properties and rights or properties of every nature, kind and description (the "Excluded Assets"):) shall be excluded from the Purchased Assets, and shall remain vested in the Seller:

Excluded Assets. Notwithstanding anything in any provision of Section 2.1 to ‎2.1 above, the contrary, following assets of the Seller shall retain be excluded from the Acquired Assets, and all of its right, title and interest rights in, to and under allsuch assets shall remain exclusively with the Seller (collectively, and shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary in Section 2.1 to the contrary1.6, the Seller shall retain all of its rightother assets including but not limited to the following assets (collectively, title and interest inthe “Excluded Assets”), to and under all, and which assets shall not Transfer be transferred by Seller to the Purchaser any, of the following assets, rights or properties (the "Excluded Assets"):Purchaser:

Excluded Assets. Notwithstanding anything contained in Section 2.1 this Agreement to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser anyacquire any right, title or interest in any of the following assets, assets or rights or properties of Seller (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the including Section 1.1, Seller shall retain not sell, convey, assign or transfer to Buyer pursuant to this Agreement, and Seller shall retain, all of its right, title and interest in, to and under allthe Excluded Assets. “Excluded Assets” shall mean all assets, rights and shall not Transfer to interests of Seller and its Affiliates other than the Purchaser anyPurchased Assets, of including the following assets, rights or properties (the "Excluded Assets")::

Excluded Assets. Notwithstanding the foregoing or anything in Section 2.1 herein to the contrary, the Purchased Assets shall not include, and Seller shall retain all of its right, title and interest inin and to, to and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or assets and properties (such retained assets and properties collectively, the "Excluded Assets"):

Excluded Assets. Notwithstanding anything Except as provided herein or in Section 2.1 to the contraryany Ancillary Agreement, the Seller shall retain all of its right, title and interest in, to in and under allto, and Purchaser shall not Transfer to acquire any interest in any asset or right of Seller other than the Purchaser anyAssets, of including but not limited to, the following assets, rights or properties (collectively referred to herein as the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller shall retain all of its existing right, title and interest in, in and to and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or properties and there shall be excluded from the Transfer to Buyer hereunder, and the Transferred Assets shall not include, the following (collectively, the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything contained in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer to Purchaser, and Purchaser shall not accept the Purchaser anyTransfer of, of the following assetsproperties, rights or properties assets and rights, all of which shall be retained by Seller (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its rightrights, title and interest in, to interests in and under allto, and shall not Transfer be deemed to, sell, transfer, assign, convey or deliver to the Purchaser any, of Buyer the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 to the contrary2.1, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer transfer or assign to the Purchaser anyPurchaser, any of the following assets, rights or properties property, rights, claims and causes of action of the Seller (collectively, the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in the generality of Section 2.1 to the contrary1.1, the Seller shall retain from and after the Closing all of its rightrights, title and interest in, to in and under allto, and shall not Transfer sell, convey, assign or transfer to the Purchaser anyBuyer, any of the following assets, properties and rights or properties (collectively, the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the The Seller shall retain all of its right, title and interest in, to in and under allto, and the Purchaser shall not Transfer acquire and shall have no rights with respect to the Purchaser anyright, title and interest of the following assetsSeller in and to, rights or properties any assets not listed in Section 2.1(a) (collectively, the "“Excluded Assets"):”).

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller and its Affiliates shall retain all of its right, title title, and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, all the assets of the following assetsSeller not listed as Transferred Assets in Section 2.1, rights or properties including without limitation the assets of the Seller set forth below (collectively, the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer transfer to the Purchaser anyany of, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller shall retain all of its right, title and interest in and to, and Purchaser shall not acquire any interest in, to and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "Excluded Assets"):.

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser any, acquire any interest in any of the following assets, rights or properties Assets (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary contained herein, including Section 1.1 above, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer transfer to the Purchaser anyBuyer, any asset of the following assetsSeller set forth below (collectively, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 to All of the contrary, the Seller shall retain all of its Seller’s right, title and interest inin and to any assets, to rights, goodwill and under allinterests owned, and licensed, used or held for use in connection with the Business, other than the Purchased Assets, shall not Transfer to be retained by the Purchaser anySeller (collectively, the “Excluded Assets”). The Excluded Assets shall include each of the following assets, rights or properties (the "Excluded Assets"):following:

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall will retain ownership of all Assets and Properties of its rightSeller not specifically identified or described in Section 1.1 as Purchased Assets, title and interest in, to and under all, and shall not Transfer to the Purchaser any, including all rights of the Seller under this Agreement and the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its their respective right, title and interest inin and to, to and under allshall not, and shall not Transfer be deemed to, sell, transfer, assign, convey or deliver to the Purchaser anyBuyer, of and the Purchased Assets shall not, and shall not be deemed to, include, the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall Sellers will retain all of its their right, title and interest in, to in and under allto, and shall will not, and will not Transfer be deemed to, sell, transfer, assign, convey or deliver to Buyer, and the Purchaser anyPurchased Assets will not include, of the following any assets, rights or properties other than those specifically described in Section 1.1 (the "“Excluded Assets"):”).

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller and its Affiliates shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, the assets of the following assetsSeller set forth below (collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller Sellers shall retain all of its their right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, of the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to There shall be excluded from the contraryAcquired Assets, and the Seller shall retain retain, all of its Seller’s right, title and interest in, in and to and under all, and shall not Transfer to the Purchaser any, of the following all other assets, properties and rights or properties of Seller and its Affiliates (collectively, the "“Excluded Assets"):”) including:

Excluded Assets. Notwithstanding anything to the contrary in Section 2.1 to the contrary2.1, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, of the following assets, records, rights and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by Seller or properties transferred to the Litigation Trust pursuant to the Sale Order and/or Confirmation Order, as applicable (collectively, the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in the foregoing provisions of Section 2.1 to the contrary2.1, the Seller shall retain all of its right, title and interest in, to and under allownership of, and shall not Transfer sell, transfer, assign, convey or deliver to Buyer, any of its assets, properties or rights other than the Purchaser anyPurchased Assets (collectively, the “Excluded Assets”). Without limiting the generality of the following assetsforegoing, rights or properties (the "Excluded Assets"):Assets shall include the following:

Excluded Assets. Notwithstanding anything All assets of Seller not specifically listed or included in Section 2.1 to 2.2(a) hereof shall remain the contraryassets of Seller (together with the Exclusion Accounts, the “Excluded Assets”). Without limitation, Seller shall retain all of its right, title title, and interest in, in and to and under all, and shall not Transfer to the Purchaser any, all of the following assets, rights or properties (the "Excluded Assets"):.

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary contained in this Agreement, the Seller shall retain all of its right, title and interest in, to in and under allto, and there shall not Transfer be excluded from the sale, transfer, assignment and delivery to the Purchaser anyBuyer hereunder, of the following assets, rights any and all assets or properties not specifically included in Section 1.01 (collectively, the "“Excluded Assets"):”). Without limitation, those assets of Seller set forth below are explicitly excluded:

Excluded Assets. Notwithstanding anything contained in Section 2.1 this Agreement to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser any, acquire any interest in any of the following assets, assets or rights or properties of Seller (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 to the contrary1.1, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer sell, transfer, assign, convey or deliver to Buyer at the Purchaser anyClosing, of and the Purchased Assets shall not include, the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser any, of the following assets, acquire any ownership or other rights or properties obligations in or to (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in any provision of Section 2.1 to the contrary2.1, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer to the Purchaser any, of in the following assetsassets (collectively, rights or properties (the "Excluded Assets"):) and the definition of Purchased Assets shall not include any of the following:

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Purchaser shall not Transfer to the Purchaser any, of the following assets, rights or properties (the "acquire any interest in Excluded Assets"):.

Excluded Assets. Notwithstanding anything in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, in and to and under allall of, and shall not Transfer to the Purchaser anyany of, of the following assets, rights or and properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything contained in Section 2.1 this Agreement to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser anyacquire any right, title or interest in any of the following assets, assets or rights or properties of Seller (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in the generality of Section 2.1 to the contrary1.1, the Seller shall retain from and after the Closing all of its rightrights, title and interest in, to in and under allto, and shall not Transfer exclude from the sale, conveyance, assignment and transfer to the Purchaser anyBuyer, all of the following assets, properties and rights or properties (collectively, the "Excluded Assets"):

Excluded Assets. Notwithstanding anything The Purchased Assets shall exclude all other assets of Seller not identified in Section 2.1 1.1 hereof or on the Schedules referred to the contrarytherein, the and Seller shall retain all of its right, title and interest in, in and to and under allall of, and shall not Transfer transfer to the Purchaser anyPurchaser, of the following such assets, rights or properties and properties, including, without limitation, the following (said assets being referred to collectively as the "Excluded Assets"):

Excluded Assets. Notwithstanding anything contained in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer to Purchaser, and Purchaser shall not accept the Purchaser anyTransfer of, of the following assetsproperties, rights or properties assets and rights, all of which shall be retained by Seller (the "Excluded Assets"”):

Excluded Assets. Notwithstanding anything contained in Section 2.1 this Agreement to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and the Buyer shall not Transfer to the Purchaser any, acquire any interest in any of the following assets, assets or rights or properties of the Seller (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.1 to the contraryabove, the Seller shall retain (i) all of its right, title and interest in, to in and under allto, and shall not Transfer to Purchaser, any of its other Assets (collectively, the Purchaser any, of the following assets, rights or properties (the "“Excluded Assets"):”) and (ii) the rights of indemnification, and the right to assert any defenses or claims for reimbursement, under the Designated Contracts with respect to claims against Seller which accrued or arise before the Effective Time.

Excluded Assets. Notwithstanding anything in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under allto, and shall not Transfer to the Purchaser anyPurchaser, of the following any rights, titles, interests, properties, assets, rights contracts or properties leases that are not specifically included in the Transferred Assets, (the "“Excluded Assets"):”), including but not limited to the following:

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under all, and shall not Transfer or cause the Transfer to the Purchaser any, of the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer transfer or sell to the Purchaser any, any of the following assetsassets or rights (collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding the provisions of Section 1.1 above or anything in Section 2.1 herein to the contrary, from and after the Closing, the Seller shall retain all of its their existing right, title and interest in, to in and under allto, and shall the Purchased Assets do not Transfer include, and the Seller does not hereby transfer to the Purchaser any, any of the following assets, rights or properties assets (hereinafter the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.1 to the contraryabove, the Seller Sellers shall retain all of its their right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser any, any assets of the following assetsSellers other than the Transferred Assets (collectively, rights or properties (the "“Excluded Assets"):”).

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, the assets of the following assetsSeller set forth below (collectively, rights or properties (the "Excluded AssetsEXCLUDED ASSETS"):

Excluded Assets. Notwithstanding anything in Section 2.1 to Except for the contraryTransferred Assets, the Seller shall retain all rights, properties and assets of its rightSeller, title including all rights and interest in, to obligations in and under all, and shall not Transfer to the Purchaser any, of the following assets, rights or properties Retained License Agreements (the "Excluded Assets"):). Nothwithstanding anything to the contrary contained in this Agreement, there shall be excluded from the Transferred Assets and Seller shall retain all right, title and interest in and to the following rights, properties and assets:

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to in and under allto, and Buyer shall not Transfer to the Purchaser any, acquire any interest in any of the following assets, assets or rights or properties of Seller (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, solely those assets of the following assetsSeller consisting of the Excluded Contracts and Excluded Leases (collectively, rights or properties (the "Excluded Assets"):).

Excluded Assets. Notwithstanding anything in Section 2.1 to the contraryThe Purchased Assets shall exclude, the and Seller shall retain all of its right, title and interest in, in and to and under allall of, and shall not Transfer transfer to the Purchaser anyPurchaser, of only the following assets, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 contained herein to the contrary, the Seller shall retain all of its rightSellers' respective rights, title and interest in, in and to and under all, and shall not Transfer to the Purchaser any, all of the following assetsproperties, assets and rights or properties (the "Excluded Assets"):) shall be excluded from the Purchased Assets and shall not be sold, transferred, assigned, conveyed or delivered to Buyer Parties at the Closing:

Excluded Assets. Notwithstanding anything the provisions of Section 2.01 or any other provision in Section 2.1 this Agreement to the contrary, the Seller shall own and retain all of its existing right, title and interest in, to and under allunder, and there shall be excluded from the sale, conveyance, transfer, assignment and delivery to Buyer hereunder, and the Purchased Assets shall not Transfer to the Purchaser anyinclude, of the following assetsassets of Seller (collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller Sellers shall retain all of its their existing right, title and interest in, to in and under allto, and there shall not Transfer be excluded from the sale, conveyance, assignment or transfer to the Purchaser anyPurchasers hereunder, of the following assets(collectively, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 herein to the contrary, the Seller shall retain all of its right, title and interest in and to, and Purchaser shall not acquire any interest in, to and under allany other assets or property of Seller, and shall whether or not Transfer related to the Purchaser anyProduct (collectively, of the following assets, rights or properties (the "Excluded Assets"):).

Excluded Assets. Notwithstanding anything any provision to the contrary in Section 2.1 to the contrary2.01, the Seller shall Entities will retain all of its righttheir respective rights, title titles and interest ininterests in and to, to and under allshall not, and shall not Transfer be deemed to, sell, assign, transfer, convey or deliver to Buyer, and the Purchaser anyTransferred Assets shall not, and shall not be deemed to, include any of the following assets, properties and rights or properties (all such retained assets, the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the The Seller shall retain all of its right, title and interest in, in and to and under allall of, and shall not Transfer to the Purchaser anyany of, of the following assets, rights and properties of the Seller or properties of the Business (the "“Excluded Assets"):”) set forth below:

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.1 to the contraryabove, the Seller Sellers shall retain all of its their right, title and interest in, to in and under allto, and shall not Transfer to the Purchaser anyPurchaser, the following assets of the following assetsSellers or Parent as applicable (collectively, rights or properties (the "Excluded Assets"):

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and interest in, to --------------- and under all, in and shall not Transfer sell, transfer, assign, convey or deliver to the Purchaser anyBuyer, of the following assetsand Buyer shall not purchase from Seller, rights or properties (the any Excluded Assets. "Excluded Assets"):" shall mean all assets of Seller that are not Purchased Assets, including, without limitation, the assets and information reflected on Schedule 1.2 ------------ attached hereto.

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall retain all of its rightreserve and retain, title and Buyer shall have no interest or rights in, to and under allor under, and shall any asset or property which is not Transfer to the Purchaser anyspecifically described in Section 2.1, of including, without limitation, the following properties and assets (such properties and assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in Section 2.1 1.1 to the contrary, the Seller shall retain all of its right, title and interest in, to and under allto, and shall not Transfer to Buyer, the Purchaser any, of the following assets, rights or properties (the "Excluded Assets"):, and Buyer is not purchasing, taking delivery of, or acquiring any rights whatsoever to the Excluded Assets from Seller. ***Confidential Treatment Requested

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrarycontrary set forth herein, the Seller shall retain all of its rightreserve and retain, title and Buyer shall have no interest or rights in, to and or under all, and shall not Transfer to the Purchaser any, of the following properties and assets (such properties and assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything in to the contrary contained herein, including Section 2.1 to the contraryabove, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer transfer to the Purchaser anyPurchaser, any asset of Seller set forth below (collectively, the following assets, rights or properties (the "“Excluded Assets"”):

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.1 to the contrary2.1, the Seller shall retain all of its right, title and interest in, to in and under allto, and shall not Transfer transfer to the Purchaser anyPurchaser, of the following assets(collectively, rights or properties (the "“Excluded Assets"”):