Common use of Retained Assets Clause in Contracts

Retained Assets. (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"): (i) any assets and associated claims arising out of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. (a) Notwithstanding Except as set forth in Section 2.1(a1.2(a), all the Associated Subsidiaries shall retain the real and personal property and other assets of Seller's right, title the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and interest in not primarily related to the following properties, assets and rights shall be excluded from Business or that relate primarily to the Assets Retained Liabilities (collectively, the "Retained Assets"):), including: (i) any assets all bank accounts and associated claims arising out cash and cash equivalents of Retained Assets or Retained Liabilitiesthe Associated Subsidiaries; (ii) Seller's 50% interest all rights, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Cyanco a non- corporate joint venture with Degussa Corporation for producing Section 1.2(b)), including any such items arising under insurance policies, and marketing liquid sodium cyanide ("Cyanco") including Seller's interest all guarantees, warranties, indemnities and similar rights in Nevada Chemicals, Inc.favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco;[Reserved] (iv) all rights of the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"Section 5.12 ), which Lease the Non-Competition Agreement shall have an initial term of one year (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with Purchaser having an option to renew such term for an additional yearthis Agreement; (v) Seller's 50% interest all documents prepared in West Africa Chemicalsconnection with the sale of the Business and the Assets to CNCO, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables exclusive of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter documents prepared in the ordinary course of business; (vii) all contracts between Seller and a third party business in which connection with the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct operation of the Business; (ixvi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any assetof their Affiliates') general ledger and all other files, offsetbooks and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, refundCNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, insurance proceedscombined or unitary income Tax returns, receipts and other benefits related to litigation provided that copies of back up for which Seller is retaining the liability related to such litigationreturns may reasonably be requested by CNCO); and (xvii) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by SellerRetained Assets described in Exhibit 1.1(b).

Retained Assets. (a) Notwithstanding Section 2.1(a)2.01 hereof or anything else in this Agreement to the contrary, all of Seller's ’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the "“Retained Assets"”): (ia) Unrestricted Cash; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); (c) any assets and associated claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (iid) Seller's 50% interest ’s right to payments from Aon Corporation in Cyanco a non- corporate joint venture with Degussa Corporation for producing the total amount of Four Thousand Six Hundred Forty Dollars and marketing liquid sodium cyanide Sixty-Two Cents ("Cyanco"$4,640.62) including Seller's interest in Nevada Chemicalspursuant to that certain General Release dated as of July 12, Inc.2005, by and between Seller and Aon Corporation; (iiie) any asset of Seller or any of its Affiliates not used in connection with the office furnitureBusiness, fixtures including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in two offices located the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by K▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (xg) all Tax refunds or prepaid deposits as shown on the June 30assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, 2000 Balance Sheet as being retained by Sellerthe definition of “Retained Assets” shall control.

Retained Assets. (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be The Parties expressly agree that excluded from the Assets (collectively, the "Retained Assets"): sold or assigned to Buyer hereunder are (i) any assets and associated claims all accounts receivable arising out of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco generated by the Business prior to the Closing, whether or not reduced to a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ or invoice prior to the Closing (the “Seller Receivables”), a listing of which is attached hereto as Schedule 1.3(a); provided, further, the Parties acknowledge and agree that the Seller Receivables include the accounts receivable that have been pledged as security to Fifth Third Bank pursuant to that certain promissory note, dated February 5, 2005, by and among Fifth Third Bank and Seller (the “Pledged Receivables”); (ii) all personnel records and other records that the Seller is required by law to retain in its possession; (iii) all governmental permits and other governmental authorizations that the Seller is required by law to retain in its possession (iv) all cash on hand, cash equivalents, investments and bank accounts of the Seller at the Closing Date other than as set forth in Section 1.1(1) above, (v) all claims for the refund of Taxes and other governmental charges of whatever nature, (vi) that certain real property lease by and between Seller and MSAC Limited (relating to ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, UtahCountry Club Hills, which will be leased to Purchaser under the terms Illinois 60478, having a commencement date of a lease agreement to be entered into with Seller February 18, 2006) (the "Lease Agreement"“Country Club Hills Property”), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which subject to Section 1.10 hereof, those certain assets located at the third party is in material default or breach or is subject of bankruptcyCountry Club Hills Property as specified on Schedule 1.3(b) (the “Country Club Hills Inventory”), insolvency, or similar proceedings; (viii) all rights, title and interest in and to the Homsys software (including any asset of licenses thereto) utilized by Seller not used primarily in the Business and not necessary for the conduct billing and collection of the Business; accounts receivable, (ix) any assetthose books, offsetrecords and documents necessary for Seller and/or Fifth Third Bank to collect the Seller Receivables (including the Pledged Receivables), refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown without in any manner limiting the foregoing, those assets listed on Schedule 1.3(c) hereto (collectively, the June 30, 2000 Balance Sheet as being retained by Seller“Retained Assets”).

Retained Assets. (a) Notwithstanding Section 2.1(a)anything in this Agreement to the contrary, all of Seller's right, title the Assets to be transferred and interest in assigned by Seller to Purchaser hereunder shall exclude the following properties, assets and rights shall be excluded from the Assets (collectively, the "“Retained Assets"): ”): (a) any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) except as set forth in the Leases and Subleases and the building and leasehold improvements for the Future Restaurant, any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (f) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) any assets current or historical files or records of Seller; (j) the application software and associated claims arising out programs and wireless network software utilized in the point of Retained Assets or Retained Liabilities; sale (“POS”) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and drive-thru audio system except any warranties and/or service agreements that (i) automatically transfer to the Purchaser as the new owner of the Equipment, (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing do not require the consent of any third parties and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the office furnitureone hand, fixtures and equipment any Affiliate of Seller, on the other hand and (m) all donation canisters located in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇the Restaurants owned by the ▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; Foundation for Adoption (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller “DTFA” and all money therein (the "Lease Agreement"“DTFA Canisters”), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. (a) Notwithstanding Section 2.1(a)anything to the contrary --------------- herein, all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):) are not, and shall not be --------------- deemed to be, Transferred Assets: (a) Cash and cash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) any assets cash and associated claims arising out cash equivalents of Retained Assets or Retained Liabilities; the Transferred Subsidiaries, (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing deposits securing bonds, letters of credit, leases and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) all other obligations related to the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; Business and (iviii) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ cash and impressed funds related to the ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional yearBusiness; (vb) Seller's 50% Except as otherwise provided in the Tax Sharing Agreement, any right, title or interest of Baxter or its Subsidiaries in West Africa Chemicalsany foreign, Inc.federal, state or local tax refund, credit or benefit (including any income with respect thereto) relating to the operations of the ▇▇▇▇▇▇▇ Business prior to the Distribution Date; (vic) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected Any amounts accrued on the June 30, 2000 Balance Sheet books and records of Baxter or which arise thereafter in its Subsidiaries or the ordinary course of business▇▇▇▇▇▇▇ Business with respect to any Retained Liabilities; (viid) All assets relating to all contracts between Seller employee benefit plans of Baxter other than the assets transferred in accordance with Section 12.9; ------------ (e) Any corporate allocations of non-▇▇▇▇▇▇▇ Business-related assets heretofore made by Baxter or its Subsidiaries to the ▇▇▇▇▇▇▇ Business for internal management responsibility reporting purposes, other than allocations of accounts receivable and a third party accounts payable as contemplated by Section 9.6(d); -------------- (f) Any proprietary rights in which and to the third party is BAXTER name and the related emblem design, and any variants thereof, and the Trademarks used by Baxter or its Subsidiaries in material default or breach or is subject of bankruptcyrelation to the Retained Business, insolvency, or similar proceedingsexcept as provided in Article X; --------- (g) All assets held by Baxter Japan; (viiih) any asset Contracts with customers or third-party distributors in or with respect to the countries or regions listed on Schedule 6.1(h) hereto (which --------------- are the countries and regions where Baxter, as principal, is serving as the distributor for ▇▇▇▇▇▇▇ Products) together with the accounts receivable and all other rights, claims, demands, causes of Seller action and rights to indemnification or contribution under such Contracts; (i) All assets used in connection with ▇▇▇▇▇▇'▇ Tisseal product; and (j) All other assets, properties and rights of Baxter and its Subsidiaries not used primarily Exclusively in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts ▇▇▇▇▇▇▇ Business and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits not specifically included as shown on the June 30, 2000 Balance Sheet as being retained by SellerTransferred Assets.

Retained Assets. (a) Notwithstanding Section 2.1(a)anything to the contrary --------------- herein, all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):) are not, and shall not be --------------- deemed to be, Transferred Assets: (a) Subject to Section 9.6(e), cash and cash equivalents, any cash -------------- on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) any assets cash and associated claims arising out cash equivalents of Retained Assets or Retained Liabilities; the Transferred Subsidiaries, (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing deposits securing bonds, letters of credit, leases and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) all other obligations related to the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; Business and (iviii) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ cash and impressed funds related to the ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional yearBusiness; (vb) Seller's 50% Except as otherwise provided in the Tax Sharing Agreement, any right, title or interest of Baxter or its Subsidiaries in West Africa Chemicalsany foreign, Inc.federal, state or local tax refund, credit or benefit (including any income with respect thereto) relating to the operations of the ▇▇▇▇▇▇▇ Business prior to the Distribution Date; (vic) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected Any amounts accrued on the June 30, 2000 Balance Sheet books and records of Baxter or which arise thereafter in its Subsidiaries or the ordinary course of business▇▇▇▇▇▇▇ Business with respect to any Retained Liabilities; (viid) All assets relating to all contracts between Seller employee benefit plans of Baxter other than the assets transferred in accordance with Section 12.9; ------------ (e) Any corporate allocations of non-▇▇▇▇▇▇▇ Business-related assets heretofore made by Baxter or its Subsidiaries to the ▇▇▇▇▇▇▇ Business for internal management responsibility reporting purposes, other than allocations of accounts receivable and a third party accounts payable as contemplated by Section 9.7(c); -------------- (f) Any proprietary rights in which and to the third party is BAXTER name and the related emblem design, and any variants thereof, and the Trademarks used by Baxter or its Subsidiaries in material default or breach or is subject of bankruptcyrelation to the Retained Business, insolvency, or similar proceedingsexcept as provided in Article X; --------- (g) All assets held by Baxter Japan; (viiih) any asset Contracts with customers or third-party distributors in or with respect to the countries or regions listed on Schedule 6.1(h) hereto (which are --------------- the countries and regions where Baxter, as principal, is serving as the distributor for ▇▇▇▇▇▇▇ Products) together with the accounts receivable and all other rights, claims, demands, causes of Seller action and rights to indemnification or contribution under such Contracts and the inventory (including inventory in transit) in such countries or regions; (i) All assets used in connection with ▇▇▇▇▇▇'▇ Tisseal product; (j) The accounts receivable of Baxter Germany that are not capable of being specifically separated between Baxter Germany and ▇▇▇▇▇▇▇ Germany; and (k) All other assets, properties and rights of Baxter and its Subsidiaries not used primarily Exclusively in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts ▇▇▇▇▇▇▇ Business and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits not specifically included as shown on the June 30, 2000 Balance Sheet as being retained by SellerTransferred Assets.

Retained Assets. Notwithstanding anything to the contrary contained in Section 2.1 above, the Purchased Assets exclude the following assets, which shall be retained by Seller whether or not related primarily or exclusively to the operation of the GlobalTrak Business (athe “Retained Assets”): 2.2.1. All assets of any kind or nature of Seller which are not used or intended for use primarily or exclusively to the GlobalTrak Business; 2.2.2. all cash, cash equivalents and short-term investments, except for any insurance proceeds payable to Purchaser under Section 2.1.7, the DLA Cash Deposit and Prepaid Items; 2.2.3. Seller’s rights and proceeds under this Agreement and any agreements, certificates, or instruments to be executed hereunder; 2.2.4. Seller’s organizational documents, stockholder records, agreements or instruments governing the internal affairs between Seller and its stockholders, Plan records and files, databases and files and records relating to employees or personnel matters (except those relating to Transferred Employees) Notwithstanding and all Tax Returns of Seller together with the records relating thereto (the “Retained Records”); 2.2.5. Seller’s rights to and claims for Tax refunds attributable to any period prior to the Closing regardless of the timing of filing of any related Tax Return; 2.2.6. All assets of, and rights in connection with, the Plans; 2.2.7. Except to the extent otherwise provided in Section 2.1(a)2.1.7, all insurance policies and rights thereunder, including all insurance proceeds which Seller has a right to receive based upon events, circumstances or occurrences prior to the Closing; 2.2.8. All rights, claims and causes of action relating to any Retained Asset or any Retained Liability; and 2.2.9. Those assets listed on Schedule 2.2.9; 2.2.10. All inventories that are not Products; 2.2.11. All Permits of Seller which arise out of or relate to the operation of the GlobalTrak Business that are not transferrable under applicable Law and listed on Schedule 2.2.11; 2.2.12. All rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of Seller that do not exclusively or primarily relate to the Purchased Assets or Assumed Liabilities; 2.2.13. All of Seller's right’s vehicles, title office furniture, trade fixtures, leasehold or other improvements to real property; and 2.2.14. All ownership, rights, and interest interests in all records, data and information that are subject to the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"): attorney-client privilege or other legal privilege or protection in favor of Seller relating in any way to either: (i) the negotiation, documentation, approval, closing, or any assets other aspect relating to this Agreement and associated claims arising out of Retained Assets the transactions contemplated hereby, or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture the prosecution or the defense of any claims of any kind, type or nature by or against the Seller with Degussa Corporation for producing respect to the matter set forth on Schedule 2.2.14 (collectively the “Privileged Documents”). The parties hereto further agree that the foregoing privileges and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) protections belong to the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which may be waived or modified only with the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct written consent of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. Notwithstanding anything contained herein to the contrary, the Seller shall not sell, transfer, convey or deliver, or cause to be sold, transferred, conveyed or delivered, to the Buyer (a) Notwithstanding Section 2.1(aor the Sub if designated by the Buyer), all of Seller's right, title and interest in the Buyer (or the Sub if designated by the Buyer) shall not purchase from the Seller the following assets, properties, assets interests and rights shall be excluded from of the Assets Seller (collectively, the "Retained Assets"): (i) any assets all books and associated claims arising out of records solely related to the Retained Assets or Retained LiabilitiesLiabilities (as hereinafter defined); (ii) any cash or bank account balances of the Seller in excess of (x) an amount reasonably anticipated to be necessary to fund the Business from the Closing Date through December 31, 1999 to be calculated as of the Closing Date by the Seller and reasonably agreed to by the Buyer (or the Sub if designated by the Buyer) and (y) cash to fund the outstanding but unpaid checks as of the Closing Date; such amount to be calculated at least three business days prior to the Closing by the Seller on a certificate detailing the Seller's 50% interest calculation of excess cash and certified by the Seller as complete and correct along with copies of all documents used in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.calculating said amounts; (iii) the office furniture, fixtures shareholders' agreement among the Seller and equipment the Seller Shareholders listed in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by CyancoSection 2.17 of the Seller Disclosure Schedule (the "Shareholders' Agreement"); (iv) any Employment Agreement (as hereinafter defined) for which the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased employee of the Seller who is a party to Purchaser under such Employment Agreement does not receive an offer of employment from the terms of a lease agreement Buyer (or the Sub if designated by the Buyer) following the Closing pursuant to be entered into with Seller Section 4.9(a) (the "Lease AgreementRetained Employment Contracts"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year;; and (v) the Seller's 50% interest in West Africa Chemicals, Inc.; workers compensation insurance policy (vipolicy number 97-NK-0608-9) with State Farm Fire and Casualty Company and business insurance policy (policy number 97-EK-5805-2) with State Farm General Insurance Company (the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller."Retained Insurance Policies")

Retained Assets. (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"): (i) any assets and associated claims arising out of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇8805 South Sandy Parkway ▇▇ ▇▇▇▇▇, ▇▇ in Sandy, Utah▇▇▇, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇8805 South Sand▇ ▇▇▇▇▇▇▇ in Sandy▇▇ ▇▇▇▇▇, Utah▇▇▇▇, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. (a) Notwithstanding Section 2.1(a), Sellers and Pen Holdings hereby retain and except from the Assets and the terms of this Agreement all of Seller's right, title title, and interest in and to the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"): (ia) any assets all current and associated claims arising out of Retained Assets or Retained Liabilities; future improvements, structures, fixtures, and personal property and the property conveyed to Fork Creek from Glen ▇▇▇▇▇▇▇▇ ▇▇ deed dated February 3, 1999, and recorded in Deed Book 2463, page 620, Kanawha County Clerk's Office (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide (the "Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at Ande▇▇▇▇ ▇▇▇▇▇ ▇perty"), all as described on Schedule 2.2(b) hereto; (b) all agreements pertaining per se to the assets described in Subsection 2.2(a) above and/or the mining operations conducted on the Real Property by Fork Creek and which are agreements typically held by coal mining operators such as, by way of example, leases for mobile equipment, vehicles or office equipment, coal sales contracts and agreements pertaining to infrastructure located on and mining operations conducted on the Real Property. Such agreements shall include, but not be limited to, those agreements described on Schedule 2.2 (b) hereto it being acknowledged and agreed that Retained Assets shall not include any real property (other than the Ande▇▇▇▇ ▇▇▇perty) or mineral estate or any easement, right-of-way, license or other agreement regarding real property ownership or rights to use real property on what is commonly referred to as the Fork Creek properties; (c) all amounts paid to any Seller prior to the Closing under the three Timber Agreements dated March 24, 2000, July 10, 2000 and November 2, 1999, respectively, each between Fork Creek and Gilb▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller Lumber Company; and (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (vd) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.the

Retained Assets. (a) Notwithstanding Section 2.1(a)anything in this Agreement to the contrary, all of Seller's right, title the Assets to be transferred and interest in assigned by Seller to Purchaser hereunder shall exclude the following properties, assets and rights shall be excluded from the Assets (collectively, the "“Retained Assets"): ”): (a) except with regard to the Repair and Maintenance Inventory, any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller not exclusively related to the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) except as set forth in the Leases and Subleases and except for (i) any assets the Restaurant 10504 Real Property, and associated claims arising out of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation the building and leasehold improvements for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices Restaurant located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ (“Restaurant #10506”), which, in Sandyeach case, Utahare included in the Assets, which will be any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (f) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) any current or historical files or records of Seller; (j) the application software and programs and wireless network software utilized in the point of sale (POS) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and drive-thru audio system, except those that (i) automatically transfer to Purchaser under as the terms new owner of a lease agreement to be entered into with the Equipment, (ii) do not require the consent of any third parties and (iii) do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the one hand, and any Affiliate of Seller, on the other hand; and (m) all donation canisters located in the Restaurants owned by the ▇▇▇▇ ▇▇▇▇▇▇ Foundation for Adoption (“DTFA”) and all money therein (the "Lease Agreement"“DTFA Canisters”), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. (a) Notwithstanding Section 2.1(a)anything in this Agreement to the contrary, all of Seller's right, title the Assets to be transferred and interest in assigned by Seller to Purchaser hereunder shall exclude the following properties, assets and rights shall be excluded from the Assets (collectively, the "“Retained Assets"): ”): (a) any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (f) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) any assets current or historical files or records of Seller; (j) the application software and associated claims arising out programs and wireless network software utilized in the point of Retained Assets or Retained Liabilities; sale (“POS”) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and drive-thru audio system except any warranties and/or service agreements that (i) automatically transfer to the Purchaser as the new owner of the Equipment, (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing do not require the consent of any third parties and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furnituredo not impose any costs or expenses on Seller or its Affiliates; and (l) any Contracts between Seller, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30one hand, 2000 Balance Sheet or which arise thereafter in the ordinary course and any Affiliate of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcySeller, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Sellerother hand.

Retained Assets. (a) Notwithstanding anything contained in Section 2.1(a)1.01 hereof to the contrary, Seller shall, and hereby does, expressly retain all of Seller's ’s right, title and interest in and to the following assets, properties, rights and interests, including, without limitation, certain assets related to the Business which are expressly described herein (all of which assets, properties, rights and rights shall be excluded from interests are hereinafter collectively referred to as the Assets (collectively, the "“Retained Assets"”): (ia) any assets cash, cash equivalents, certificates of deposit and associated claims arising out other investments in marketable securities of Retained Assets or Retained Liabilitiesthird-party issuers; (iib) all accounts (including intercompany receivables of Seller with any of Seller's 50% ’s Affiliates, including WMH Physicians Hospital, L.L.C. and Physicians Metroplex Hospital, L.L.C.), notes, interest and other receivables of Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables, disproportionate share payments and cost report settlements related thereto, arising from the rendering of services to inpatients and outpatients in Cyanco a non- corporate joint venture connection with Degussa Corporation the Business, billed and unbilled, recorded and unrecorded, for producing and marketing liquid sodium cyanide services provided by Seller prior to the Effective Time whether payable by private pay patients, private insurance, third party payors, Medicare, Medicaid, CHAMPUS, Blue Cross, or by any other source ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.collectively “Seller Receivables”); (iiic) all of Seller’s interest in the two (2) stand alone medical office furniturebuildings that are located adjacent to the Hospital and being more particularly described on Schedule 1.02(c) to this Agreement; (d) all of Seller’s interest in that certain approximately 0.3 acre tract of real property being more particularly described on Exhibit B attached to this Agreement, together with all buildings, fixtures and equipment other improvements located thereon (the “Retained Real Property”); (e) any and all names, symbols, trademarks or logos used in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ connection with the Hospital which include the name “▇▇▇▇▇▇▇ in Sandy,” or any variants thereof (the “Excluded Marks”); provided, Utahhowever, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Seller and ▇▇▇▇▇▇▇ in Sandy, Utahfrom and after Closing, which will be leased grant a non-exclusive license to Purchaser under and its successors and assigns to use such names in connection with its use of the terms personal property contained among the Acquired Assets even though certain items may contain the Excluded Marks, through the useful life of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional yearpersonal property; (vf) Seller's 50% interest in West Africa Chemicals, Inc.the original corporate and tax records of Seller and the general partner thereof; (vig) all documents, records, correspondence, work papers and other documents relating exclusively to the Seller Receivables, the Seller Cost Reports (as defined in Section 7.10 hereof) or Agency Settlements (as defined in Section 7.10 hereof); (h) all of Seller’s right, title and interest in and to real property and leases relating to the two stand alone medical office buildings described on Schedule 1.02(c); (i) all of Seller’s or any Affiliate of Seller’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses set forth on Schedule 1.02(i) to this Agreement; (j) all of Seller’s interest in GCH Interests, Ltd., a Texas limited partnership; (k) all current contracts between any Seller and any Affiliate of Seller with respect to the operation of the Hospital set forth on Schedule 1.02(k) to this Agreement; (l) the first $600,000 (six hundred thousand dollars) in accounts receivables portions of West Africa ChemicalsInventory disposed of, Inc. expended or canceled, as reflected the case may be, by Seller after the date of this Agreement and on or prior to the June 30, 2000 Balance Sheet or which arise thereafter Closing Date in the ordinary course of business, and in accordance with Section 6.02 hereof; (viin) all contracts between refunds for (i) insurance policies held by Seller prior to the Closing Date, and a third party in which (ii) the third party is in material default Seller Cost Reports, whether filed or breach or is subject of bankruptcyto be filed, insolvency, or similar proceedings; (viii) any asset of with respect to medical services provided by Seller not used primarily in prior to the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigationEffective Time; and (xo) all Tax refunds or prepaid deposits as shown on Seller’s Medicare provider number 45S315 and Seller’s Medicaid provider number 1217911-02, which provider numbers were used by Seller solely to ▇▇▇▇ for psychological services and related products rendered and/or provided at the June 30, 2000 Balance Sheet as being retained by SellerHospital.

Retained Assets. (a) Notwithstanding Section 2.1(a)2.01 hereof or anything else in this Agreement to the contrary, all of Seller's ’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the "“Retained Assets"”): (ia) Unrestricted Cash; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit) (any such Permits collectively the “Retained Permits”); (c) any assets and associated claims arising out of any Retained Assets or Retained Liabilities, including those certain actions filed by Seller to contest the property tax assessments for 2004, 2005 and 2006 issued by Pinellas County in connection with the Resort as described in Schedule 4.09 attached hereto; (iid) Seller's 50% interest ’s right to payments from Aon Corporation in Cyanco a non- corporate joint venture with Degussa Corporation for producing the total amount of Four Thousand Six Hundred Forty Dollars and marketing liquid sodium cyanide Sixty-Two Cents ("Cyanco"$4,640.62) including Seller's interest in Nevada Chemicalspursuant to that certain General Release dated as of July 12, Inc.2005, by and between Seller and Aon Corporation; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (viie) all contracts between books, files, records and related documents and materials of Seller and a third party in which the third party is in material default or breach or is subject any of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller its Affiliates not used primarily in the Business and not necessary for the conduct of related to the Business; (ixf) all personal property owned by any asset, offset, refund, insurance proceeds, receipts and other benefits related Employee or any employee of Troon all of which is set forth in Schedule 2.02(f); (g) all Accounts Receivable accruing prior to litigation for which Seller the Closing Date to the extent a corresponding amount is retaining not included in the liability related Total Current Assets used in the Statement of the Closing Date Working Capital as finally determined pursuant to such litigationSection 2.07 hereof; (h) the assets set forth in Schedule 2.02(h) attached hereto; and (xi) except as provided in Section 2.01(x), all Tax refunds policies of insurance of any Seller Entities, all rights thereunder, and any rights to any premiums or prepaid deposits as shown on premium rebates or credits thereunder. In the June 30event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, 2000 Balance Sheet as being retained by Sellerthe definition of “Retained Assets” shall control.

Retained Assets. (a) Notwithstanding In addition to the assets, properties and rights excluded from the definition of Harv▇▇ ▇▇▇ertainment Assets in Section 2.1(a)1.1, Sellers are not selling, and Purchaser is not purchasing, any of the following assets, properties or rights, all of Seller's right, title and interest in the following properties, assets and rights which shall be excluded from the Assets retained by Sellers (collectively, collectively referred to herein as the "Retained Assets"): (ia) any assets and associated claims arising out Any assets, properties or rights that are not used primarily in the conduct of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇Harv▇▇ ▇▇▇ertainment Business, including, without limitation, the assets, properties and rights used primarily in the conduct of the film business of Pepi▇/▇▇▇h▇ Entertainment Group, Inc., a California corporation ("PM Entertainment") and a wholly owned subsidiary of the Company; (b) The License Agreements regarding the film "Casper's Haunted Christmas", and the film "Baby ▇▇▇▇'▇ ▇▇▇at Easter Adventure" (and all proceeds and accounts receivable relating thereto (including, without limitation, the Retained Receivables and all overages)) for which deal memos or executed agreements were either in negotiation, pending, entered into or renewed prior to February 1, 2001, all as listed on Schedule 1.2(b); (c) The accounts, notes and other receivables, and other rights to payment of money, of Sellers arising under the License Agreements listed on Schedule 1.2(b), including, without limitation, those listed on Schedule 1.2(c) (the "Retained Receivables"); (d) Any cash on hand, and cash in transit from Hearst Entertainment in the amount of up to $229,825, and in bank accounts of Sellers and Sellers' rights in and to any capital stock and other equity interests in third parties; (e) Any pensions or profit sharing plans, and the assets thereof, and all other employee benefit plans or arrangements and the assets thereof; (f) Any real property and leases of, and other interests in, real property of Sellers, including, without limitation, deposits relating thereto; (g) Any capital stock or other equity interests of Sellers or any of their Affiliates; (h) All securities and equipment in the various Company subsidiaries (including, without limitation, PM Entertainment, Inferno Acquisition Corp., Sunland Studios, Inc., BHP, HCI, Firetrap, Inc., Shadow Hills Post LLC and Harv▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"hions LLC), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional yearall filmed entertainment properties owned by PM Entertainment, and the films "Layover" and "Roxanne's Best Christmas; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller."

Retained Assets. (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"): (i) any assets and associated claims arising out of Retained Assets or Retained Liabilities; (ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.; (iii) the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇8805 South Sandy Parkway ▇▇ ▇▇▇▇▇, ▇▇ in Sandy, Utah▇▇▇, to be used by Cyanco; (iv) the real property located at 8805 South Sandy ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ in Sandy, Utah▇▇▇, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year; (v) Seller's 50% interest in West Africa Chemicals, Inc.; (vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business; (vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and (x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.