Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein Subject to the contraryterms of this Agreement, the Acquired Assets shall not include any assets, properties, rights or interests whether or not relating to the Product, other than those specifically listed or described in Sections 2.1 and 2.6 and, without limiting the generality of the foregoing, shall expressly exclude the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Reliant (collectively, the “Excluded Assets”): ): (a) cash and cash equivalentsall rights of Reliant arising under this Agreement, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital the Other Agreements or from the consummation of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the transaction contemplated hereby or thereby; (b) insurance policies all rights of enforcement, indemnification and programssimilar matters under the Assigned Contracts and Orders related to any periods prior to Closing; provided, all related premiums however, that Reliant shall (i) consult with the Purchaser prior to exercising any such rights and refunds, employee benefit (ii) exercise such rights in a manner intended to minimize any adverse impact to the Purchaser’s relationship with any customers and pension plans (including all assets suppliers party to the Assigned Contracts and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Orders post-closing; (c) all organizational documentsrights, corporate records title and stock books interest of Sellers Reliant in and to any Intellectual Property, whether now existing or their Affiliates; hereafter developed or acquired (including the Reliant Brands) other than the Product Intellectual Property; (d) rights that accrue or will accrue to Sellers under this Agreement all rights, title and any other agreements, certificates interest of Reliant in and instruments relating to the transaction; Nizatidine Supply Agreement except as otherwise assigned to Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (e) all rights, title, title and interest of Sellers and their Affiliates in and to the name “HealthSouthProduct outside of the Territory, other than the license rights granted to Purchaser in Section 2.6(a)(ii);” (f) rights all rights, title and interest of Reliant in and to settlement Axid IR NDA and retroactive adjustmentsthe IND (subject to the Purchaser’s right of reference under Section 2.6(g)); and (g) all accounts receivable (including any payments received with respect thereto on or after the Closing, if any, for open cost reporting periods ending unpaid interest accrued on any such accounts receivable and any security or collateral related thereto) arising from sales of the Product prior to the Closing and that are accrued but unpaid on or prior to the Closing Date (whether open or closed) arising from or against collectively, the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency ReceivablesAccounts Receivable”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein in Section 2.1 hereof to the contrary, the term “Assets” shall exclude the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ): (a) The corporate minute books and stock ledgers of the Seller, all correspondence with Investors dealing with Investor relations or the governance of the Seller, all files, communication or other documentation and correspondence protected by attorney client privilege or related to causes of action asserted in that action captioned “New N.O. Crescent City Investors, L.L.C. and Crescent City Investors, Inc. versus ▇▇▇▇’▇ ▇▇▇▇▇ Steak House, Inc.”, 24th Judicial District Court for the Parish of Jefferson, State of Louisiana Docket No. 615-283, Division “D” (“the Litigation”) and personal files of Queyrouze not related to Seller’s Business; (b) All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan; medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan; employee stock ownership, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan; severance plan; or other similar plan relating to Seller or its employees; (c) All claims and rights of Seller under all causes of action, choses of action, rights of recovery, warranty rights with respect to assets other than Purchased Assets, rights of set off, rights of recoupment, accounts receivable and credit card company payments relating to Seller’s Business and accrued prior to Closing and all deposits and security in respect of any Real Property Lease and as appearing on Schedule 2.2(c); (d) Personal memorabilia owned by Queyrouze on display in the various restaurants or otherwise contained in the various restaurants and as appearing on Schedule 2.2(d); (e) Equipment, furniture or furnishings owned by Queyrouze and used exclusively by Queyrouze which are contained in an office used exclusively by Queyrouze and as appearing on Schedule 2.2(e); and (f) Except for Working Cash, any other cash on hand, cash in Seller’s bank accounts and escrow accounts and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryAny assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (as described herein below, the “Excluded Assets”): ): (a) all cash and cash equivalents, marketable securities and other investments (including equivalents of Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies all corporate and programs, all related premiums and refunds, employee benefit and pension plans financial records of Sellers (including all assets and proceeds of all other than the foregoingData contemplated by Section 2.01(f)) and records relating thereto, except as set forth in Section 10.9; all Excluded Records; (c) all organizational documentsContracts of insurance or indemnity, corporate records and stock books of Sellers or their Affiliates; subject to Section 10.01; (d) rights that accrue all proceeds, income or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating revenues attributable to the transaction; Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, titleclaims, demands and interest causes of action of Sellers and their Affiliates in and to the name “HealthSouthunder this Agreement;” (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to settlement payment or to enforce payment and retroactive adjustments, if any, for open cost reporting periods ending credits of any Seller except to the extent related to the Assets with respect to any period of time on or prior to after the Closing Date or any Assumed Liability; (whether open g) any refund of costs or closedexpenses borne by Sellers and not by Buyer; (h) arising from any Tax credits, refunds or against the U.S. Government abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Medicare program Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis will have rights; (“Agency Receivables”); (gk) the Excluded Contracts; name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (hl) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights relating arising under any of the Applicable Contracts or otherwise with respect to Taxes for periods ending on or (i) any period prior to the ClosingClosing Date, including claimswith respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, refunds and loss carryforwards; it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (ix) the computer software systems and other intellectual any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.2(i2.02(y) (the “Excluded Intellectual Property”); (j) and all accounts receivable generated other assets of Sellers related primarily to or held for use primarily in connection with the operations business of Sellers other than the Facilities prior to ClosingBusiness; and (kz) all intercompany receivables and payables and (l) those any assets specifically or properties otherwise expressly identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresas Excluded Assets under this Agreement.

Excluded Assets. Notwithstanding anything herein any provision in the Transaction Documents to the contrary, the following assets are not intended by the parties to be a part Buyer agrees that none of the sale and purchase contemplated hereunder and are excluded from following assets, properties, rights or interests of the Purchased Assets Seller (the “Excluded Assets”): ) shall be Acquired Assets: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds rights of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Seller arising under the Transaction Documents; (c) all organizational documentsrights in and with respect to insurance policies of the Seller, corporate records and stock books of Sellers or their Affiliates; except for those insurance policies listed on Schedule 2.1(h) (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; governmental authorization listed in Schedule 2.1(e); (e) all rights, title, and interest any assets of Sellers and their Affiliates in and to the name “HealthSouthany Employee Plan;” (f) rights refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to settlement Retail Stores and retroactive adjustmentspersonal property located at any Retail Stores; (h) all tangible property located at any of the Retail Stores or the Leased Property, if anyaccounts receivable, for open cost reporting periods ending notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date (whether open Date, that are not used in, or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior otherwise attributable to the Closing, including claims, refunds and loss carryforwards; Wholesale Business; (i) any Cash owned by the computer software systems and other intellectual property listed on Schedule 2.2(i) (Seller as of the “Excluded Intellectual Property”)Closing Date; and (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified Excluded Assets listed on Schedule 2.2(l2.2(j), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Purchased Assets shall not include the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (a) all cash, cash and cash equivalents, equivalents (including marketable securities and other investments short-term investments), bank accounts and their balances (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates related books and Rehabilitation Hospital records), lockboxes and deposits of, and any rights or interests in, the cash management system of Nevada – Las VegasSeller, Inc.’s partnership interest in Rehabilitation Hospital including uncleared checks and drafts received or deposited for the account of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies and programsall rights under any Contracts, all related premiums and refundsincluding those listed on Schedule 2.02(b), employee benefit and pension plans (including all assets and proceeds of all but excluding the foregoing) and records relating thereto, except as set forth in Section 10.9; Assumed Contracts; (c) all organizational documentsCompany Plans and attributable assets of, corporate records or relating to, such plans, including all records, Contracts and stock books of Sellers or their Affiliates; arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Sellers Seller under this Agreement and any the other agreements, certificates and instruments relating to the transactionTransaction Documents; and (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (gm) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations assets of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically Seller that are identified on Schedule 2.2(l2.02(m), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets Sellers will not sell, assign, convey, transfer or deliver to Purchaser, and Purchaser will not purchase, acquire or assume or take assignment or delivery of, any and all assets, Contracts or rights that are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the expressly Purchased Assets or Assumed Contracts, whether tangible, real, personal or mixed (collectively, the “Excluded Assets”): ). For the avoidance of doubt, Excluded Assets include the following: (a) all cash and cash equivalents, marketable securities including (i) all restricted cash, amounts held in Servicing Escrow Accounts and other investments Servicing Custodial Accounts pursuant to Applicable Requirements or Servicing Agreements (including Sellers’ Affiliates’ partnership interest which, for the avoidance of doubt, will be transferred pursuant to the Servicing Transfer Agreement and are not assets of Sellers except to the extent such cash represents investment income related to such accounts, which investment income constitutes Ancillary Income), (ii) the Cash Deposit, (iii) cash and cash equivalents on deposit in Houston Rehabilitation Associates bank accounts maintained in accordance with the DIP Financing Agreements and Rehabilitation Hospital cash received by Sellers that is or was required to be deposited into accounts maintained pursuant to the DIP Order (the “DIP Cash Proceeds”), but excluding in all cases cash flows under any Servicing Agreement or any net cash flow generated by operation of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the Business on or after the Closing Date; (b) insurance policies all Mortgage Loans, including first and programssecond lien mortgage loans, Whole Loans, pipeline loans and HELOCs owned or held by Sellers that are not specifically identified as Purchased Assets; (c) all trading securities and available for sale securities; (d) all REO Property owned by a Seller in its corporate capacity; (e) all Contracts or other instruments that are considered derivatives; (f) any asset or class of assets excluded from the defined terms set forth in Sections 2.l and 2.2 by virtue of the limitations expressed or implied therein; (g) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature other than the Transferred Rights and Claims, including any Claims relating to early payment default claims and any and all defenses and counterclaims relating to acts or omissions under the Assumed Contracts that occurred before the Closing; (h) any of the rights of Sellers under this Agreement or any agreements between any Seller and Purchaser or any of its Affiliates entered into on or after the date of this Agreement; (i) the Consent Order, the DOJ/AG Settlement and the Contracts, including rights and licenses thereunder; and other assets Related to the Business set forth on Schedule Q; (j) all shares or equity interests in any Subsidiaries or Affiliates of the Sellers; (k) any and all other assets, whether tangible or intangible, real, personal or mixed, including Intellectual Property, rights or other items that are not Related to the Business; (l) the Purchase Price; (m) all rights, claims and causes of action relating to any Excluded Asset or any Retained Liability; (n) Tax refunds, Tax credits and other Tax benefits relating to Taxes imposed on any Seller or Affiliate Seller or Taxes for which any of them is liable; (o) all Tax Returns (including working papers), all Books and Records relating to outstanding litigation and ongoing discovery and e-discovery obligations of any Seller and Affiliate Seller and all Books and Records that Sellers are required by Law to retain, other than copies of such Tax Returns, Books and Records, and obligations as may relate to Tax Returns filed by a Seller as REMIC Administrator by or on behalf of any REMIC, and the duties of which in that capacity the Purchaser will assume; (p) REMIC Regular Interests and REMIC Residual Interests, other than any REMIC Residual Interest representing a De Minimis Interest in the residual interests of the related premiums REMIC and refundsrequired to be held by Purchaser as the REMIC Administrator of such REMIC; (q) all rights, employee benefit demands, Claims, actions and pension plans (causes of action constituting avoidance actions of Sellers’ estates under Chapter 5 of the Bankruptcy Code, and any other applicable provisions of the Bankruptcy Code, including any and all assets and proceeds of all the foregoing; (r) and records relating thereto, except other than as set forth in Section 10.9; (c) all organizational documents2.1(m), corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, titledemands, Claims, causes of action, objections and interest defenses of Sellers and their its Affiliates in under sections 502 and 503 of the Bankruptcy Code and Bankruptcy Rule 3007 with respect to the name “HealthSouthassertion or defense of any claims that may be filed against Seller and any of its Affiliates that will file a petition for relief under the Bankruptcy Code;” (fs) rights except as provided in Section 6.7, any Plan; (t) other than as set forth in Section 2.1, all insurance proceeds that Sellers have a right to settlement and retroactive adjustmentsreceive as of the Closing or that relate to events, if any, for open cost reporting periods ending on circumstances or occurrences prior to the Closing Date (which, for the avoidance of doubt, includes the proceeds of insurance policies providing coverage for errors and omissions or for directors, officers and employees, whether open such policies are held by AFI or closed) arising from by one or against the U.S. Government under the terms more of the Medicare program or TRICARE and against Sellers); (u) all Privileged Documents; (v) any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Contracts excluded from Assumed Contracts pursuant to Section 2.15; and (“Agency Receivables”); (gw) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.Q;

Excluded Assets. Notwithstanding anything herein The Purchased Assets do not include any property or assets of Seller not described in Section 2.1 and Section 2.1A and, notwithstanding any provision to the contrarycontrary in Section 2.1 or elsewhere in this Agreement (other than as set forth on Schedule 2.1(i)), the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”): ): (a) cash and [reserved]; (b) cash, cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; bank deposits; (c) all organizational documentscertificates of deposit, corporate records shares of stock, securities, bonds, debentures, evidences of indebtedness, and stock books of Sellers any other debt or their Affiliates; equity interest in any Person; (d) rights that accrue or will accrue to Sellers under this Agreement all assets used by Seller in performing corporate, support, administrative and any other agreements, certificates and instruments relating to services from locations outside of the transaction; Territory; (e) all rights, title, and interest of Sellers and their Affiliates in and assets relating to the name “HealthSouthBenefit Plans, except for those assets transferred pursuant to Section 7.10;” (f) rights to settlement all information technology and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated communications equipment used in connection with any business of Seller other than the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l)Business, which Schedule includes a list for the avoidance of assets that are not owned by Sellers, are not doubt may also be used in connection with the Business and the operation of the FacilitiesPurchased Assets, but such as network resources and integrated systems of Seller to which the IT Assets may connect or with which the IT Assets may communicate; (g) (i) all agreements, contracts and understandings set forth on Schedule 2.2(g), (ii) all Material Contracts existing as of the date hereof that are not set forth on Schedule 5.9(a) as of the date hereof, unless otherwise elected by Buyer, and (iii) except as otherwise provided in Section 7.1(b), any Business Agreement that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.9(a) as a Material Contract (all of the foregoing, the “Retained Agreements”); (h) any assets that have been disposed of by Seller in the ordinary course of business or otherwise in compliance with this Agreement after the date hereof and prior to the Closing; (i) all books and records other than the Documents; (j) the Seller Marks and any other Intellectual Property or rights therein; (k) any refund or credit related to Taxes paid by or on behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable (except to the extent such Tax payments are located at charged to Buyer pursuant to Section 3.4 hereof); (l) except to the Facilities; and extent expressly provided in Section 2.1(h), all Claims of Seller against any Person; (m) all HealthSouth insurance policies, and rights thereunder, including any such policies and proceduresrights in respect of the Purchased Assets or the Business; (n) the rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; and (o) the assets and other rights set forth on Schedule 2.2(o).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, Sellers shall retain only the following properties and assets are of Sellers set forth below (all such properties and assets not intended being acquired by Buyer being herein referred to as the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): "EXCLUDED ASSETS"): (a) all Sellers' cash held in the bank accounts listed on Schedule 1.2 (a) on the Closing Date, and cash equivalents, marketable securities the assets of Sellers set forth on Schedule 1.2(a) (and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.any proceeds from the disposition thereof); ; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except other than as set forth in Section 10.9; 1.1(n), all of Sellers' rights to insurance proceeds or other Contracts of insurance or indemnity (or similar agreement) recoveries, including, without limitation, Sellers' Directors, Officers and Corporate Liability Insurance Policy; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustmentsor Claims for refunds, if anyoverpayments or rebates of Taxes, as well as any rights to drawbacks, rebates or reimbursements related to duties imposed on imported steel for open cost reporting periods (or portions thereof) ending on or prior to the Closing Date Date; (whether open d) all Claims (i) arising under the Bankruptcy Code or closedunder similar state law, (ii) filed or commenced in any court by Sellers as a plaintiff or (iii) not relating to any Acquired Asset or any Assumed Liability, including but not limited to claims arising from or against the U.S. Government under the terms related to sections 544 through 550 of the Medicare program Bankruptcy Code; (e) any asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, leased or TRICARE and against any state under its Medicaid program and against any third-party payor programs otherwise disposed of during the time from the Execution Date until the Closing Date; (f) all Contracts that settle are not Acquired Contracts, including, without limitation, those listed on a cost report basis (“Agency Receivables”Schedule 1.2(f); ; (g) the Excluded Contracts; all amounts due to Sellers from any Affiliate of any Seller; (h) all rights relating books, files and records owned by Sellers that relate to Taxes for periods ending on current or prior former employees and other personnel, including, without limitation, books, files and records that are related to medical history, medical insurance or other medical matters and to workers' compensation and to the Closingevaluation, including claimsappraisal or performance of current or former employees and other personnel of Sellers (collectively, refunds and loss carryforwards; the "EMPLOYMENT RECORDS"); (i) other than as set forth in Section 1.1(q), all (i) shares of capital stock or equity or other ownership interest of any Seller in any other Person and (ii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to any of the computer software systems and Excluded Assets or to the organization, existence or capitalization of Sellers or of any other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Person; (j) all accounts receivable generated in connection with the operations Employee Benefit Plans sponsored by any Seller or any of the Facilities prior Sellers' ERISA Affiliates (collectively, the "SELLERS CONTROLLED GROUP") or their respective predecessors or with respect to Closingwhich the Sellers Controlled Group or their respective predecessors has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of any Seller or any of the Sellers' ERISA Affiliates or their respective predecessors (collectively, the "SELLERS BENEFIT PLANS") and all insurance policies, fiduciary liability policies, benefit administration contracts, actuarial contracts, trusts, escrows, surety bonds, letters of credit and other contracts primarily relating to any Sellers Benefit Plan; and (k) all intercompany receivables and payables and (l) those of the assets specifically identified set forth on Schedule 2.2(l1.2(k), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein any provision of this Agreement to the contrary, the following assets are Owned Assets shall not intended by the parties to be a part include any of the sale and purchase contemplated hereunder and are excluded from following (collectively, the Purchased Assets (the “Excluded Assets”): "EXCLUDED ASSETS"): (a) cash Any and all cash, bank deposits and other cash equivalents, certificates of deposits, marketable securities and other investments securities, cash deposits made by or on behalf of the Facility Owners to secure contract obligations (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.except to the extent included under Section 2.1(b)(iii) or Sunrise receives a credit therefor under Section 2.5); . (b) insurance policies Any and programsall rights in and to claims or causes of action of SDI, SALII or the Facility Owners or any of their Affiliates against third parties (including, without limitation, for indemnification) with respect to, or which are made under or pursuant to the Owned Assets or the Excluded Assets, and which arose prior to the date of Closing, it being specifically agreed that Sunrise shall be responsible for all costs and expenses (including attorney's fees) incurred in connection with the prosecution of such claims or causes of action; provided, however, Owned Assets shall include rights in and to any such claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty or a contract obligation to complete improvements, make repairs or deliver services to any of the Facilities. (c) All prepaid expenses (and rights arising therefrom or related thereto) except to the extent taken into account in determining the adjustment amount under Section 2.5. (d) Intentionally deleted (e) All contracts of insurance, all related premiums coverages and refunds(subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, employee benefit including, without limitation, rights arising from any refunds due with respect to insurance premium payments to the extent they relate to such insurance policies. After the Closing, the placement of insurance shall be governed by the Management Agreement. (f) All tangible personal property disposed of or consumed at or in connection with the First Closing Facilities between the date hereof and pension plans the First Closing Date (including all assets and proceeds in connection with the Future Closing Facilities between the date hereof and the Future Closing Date) in accordance with the terms and provisions of all this Agreement. (g) To the foregoingextent now or hereafter held by or issued in the name of SDI, SALII, SDI, Manager or their Affiliates (other than the Facility Owners) and records relating theretonot transferable or assignable under applicable law, except all Licenses (and any renewals, extensions, amendments or modifications thereof), provided, however, that SDI and SALII shall, and shall cause Manager and the Affiliates of SALII and Manager, to fulfill their obligations as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers 6.12 to have such Licenses transferred or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to reissued in the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms names of the Medicare program appropriate Facility Owner, or TRICARE and against any state under its Medicaid program and against any third-such other party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; as Investor may direct. (h) Any and all rights relating to Taxes for periods ending on of SALI, or prior any of its Affiliates with respect to the Closing, including claims, refunds and loss carryforwards; use of (i) the all trade names, trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software systems and or other intellectual property listed on Schedule 2.2(i) proprietary material, process, trade secret or trade right used by SALI or its Affiliates in the operation of the Facilities, (the “Excluded Intellectual Property”); (jii) all accounts receivable generated in connection with the operations registrations, applications and licenses for any of the Facilities prior to Closing; (k) all intercompany receivables and payables foregoing, and (liii) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned any additional such items acquired or used by Sellers, are not used SALI or its Affiliates in connection with the operation of the Facilities between the date hereof and the First Closing Date (collectively, the "INTELLECTUAL PROPERTY"), provided, however, that Investors or their Affiliates shall have the right to use the Intellectual Property in connection with the operation of the Facilities for so long as the Management Agreements with Manager govern operation of the Facilities. (i) All corporate minute books, but which assets corporate seals, stock transfer records and other corporate records (except to the extent such records pertain primarily to or are used primarily in the operation of the Facilities) and any records relating to Excluded Assets and to liabilities other than the Assumed Obligations. (j) Personal property of all officers or employees of Sunrise located in their respective personal offices at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following properties, assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets rights (the “Excluded Assets”): ) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (ai) all cash and cash equivalentsequivalents of Sellers, marketable securities but excluding any security deposits; (ii) all ownership interests in each Seller and DSI’s ownership interest in Strategic; (iii) each Sellers’ articles of incorporation, bylaws, memorandum of association or articles of association, as applicable (collectively, “Organizational Documents”), qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates identification numbers, seals, minute books, statutory books and Rehabilitation Hospital of Nevada – Las Vegasregisters, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records other documents relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating solely to the transaction; organization, maintenance and existence of each Seller as a corporation or company limited by shares, as applicable; (eiv) all rightsother than VAT receivables, title, claims for and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting receive Tax refunds with respect to Tax periods (or portions thereof) ending on or prior to the Closing Date to the extent such Taxes were paid by Sellers, and Tax Returns with respect to Tax periods (whether open or closedportions thereof) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the ClosingClosing Date, and any notes, worksheets, files or documents relating thereto; (v) receivables owed to Sellers from Shareholders, directors, officers, employees, consultants or Affiliates; (vi) the Purchase Price and all other rights of Sellers under or pursuant to this Agreement and the Ancillary Agreements; (vii) insurance policies owned or maintained by Seller and claims thereunder, including claimsinsurance policies on the lives of any Shareholders, refunds and loss carryforwards; the cash surrender values and prepaid premiums with respect to such policies; (iviii) the computer software systems Employee Plans and all assets and contracts related thereto, and all assets held with respect thereto; and (ix) all other intellectual property assets and properties of Seller specifically listed or described on Schedule 2.2(i) (the “Excluded Intellectual Property”2.1(c)(ix); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller, its Affiliates and/or other third parties (collectively, the “Excluded Assets”) are not intended by the parties to be a part of the sale and purchase contemplated hereunder and hereunder, are excluded from the Purchased Transferred Assets (and shall remain the “Excluded Assets”): property of Seller, its Affiliates and/or relevant third parties after the Effective Time: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.all assets listed on Schedule 2.6(a); ; (b) insurance policies all cash, cash equivalents and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; short-term investments; (c) all organizational documents, corporate records bank deposits and stock books of Sellers or their Affiliates; bank accounts; (d) rights that accrue all receivables, including accounts receivable or will accrue trade receivables owed to Sellers under this Agreement and any Seller (other agreements, certificates and instruments relating than by CITERCO) by reason of deliveries made by Seller or on account of the Transferred Assets prior to the transaction; Effective Time; (e) all rightsthe financial books and records of Seller, titlethe personnel, employment and other records of Seller as to any current or former employee who is not a Transferred Employee, and interest the personnel, employment and other records of Sellers Seller as to any Transferred Employee that are not Books and their Affiliates in and to the name “HealthSouthRecords;” (f) all minute books and similar materials related to maintenance of partnership records of Seller that are not Books and Records; (g) any Claims or other rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on receive monies arising prior to or after the Execution Date which Seller or any of its Affiliates has or may have which are attributable to its ownership of the Transferred Assets prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; Effective Time; (h) all those rights relating to Taxes non-banking deposits and prepaid expenses and Claims for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; rights to offset in respect thereof listed on Schedule 2.6(h); (i) the computer software systems and other intellectual property Contracts listed on Schedule 2.2(i) (the “Excluded Intellectual Property”2.6(i); ; (j) all accounts receivable generated Claims for refund of Taxes and other governmental charges of whatever nature (including with respect to the Paulsboro Property Tax Dispute) relating to the period of time prior to the Effective Time; (k) all insurance policies and rights and Claims thereunder, except to the extent such rights and Claims relate to any Assumed Obligation; and (l) the Seller Benefit Plans. For the avoidance of doubt, all property and assets owned by an Affiliate of Seller and/or a third party that are located on a part of the Land and which property or assets are leased to Seller in connection with the operations Business (1) shall remain the property of such third party and (2) are not a part of the Facilities prior Transferred Assets, except to Closing; (k) all intercompany receivables and payables and (l) those the extent that Seller’s leasehold interest in such property or assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresconstitutes an Assumed Obligation.

Excluded Assets. Notwithstanding anything herein to the contrary, the Acquired Assets shall not include the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ): (a) all contracts, licenses and leases that are not Assigned Contracts; (b) the seals, organizational documents, minute books, tax returns, books of account or other records having to do with the organization of the TOWNSHIP; (c) cash and cash equivalents, marketable securities including (i) accounts receivable and other investments amounts earned by the TOWNSHIP but not yet billed attributable to services rendered by the TOWNSHIP as of or before the Settlement Date, except with respect to amounts not yet billed, TOWNSHIP and AUTHORITY shall cause staff, on the Settlement Date or within seven (including Sellers’ Affiliates’ partnership interest 7) days following the Settlement Date, to conduct meter readings for TOWNSHIP customers in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegasorder to issue final bills by TOWNSHIP, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegasto be followed by subsequent initial bills to be issued by the AUTHORITY on a staggered basis, L.P.thirty (30); , sixty (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing60) and records relating theretoninety (90) days following Settlement, except as set forth with AUTHORITY bills to be issued thereafter on a quarterly basis, that is, ninety days after issuance of the initial bills to each of the three billing groups and continuing on a quarterly basis. The AUTHORITY shall make appropriate adjustments to the bills in Section 10.9; (c) all organizational documents, corporate records and stock books order to effectuate the rate reduction consistent with the terms of Sellers or their Affiliates; this Agreement.; (d) all insurance policies of the TOWNSHIP and all rights to applicable claims and proceeds thereunder; (e) all rights to any outstanding lien related to non-payment by a System customer existing at or before the Settlement Date and all actions, suits or claims of any nature available to or being pursued by the TOWNSHIP, whether arising by way of counterclaim or otherwise; (f) all assets, properties and rights used by the TOWNSHIP other than those which primarily relate to the operations of the System, including sanitary sewer and stormwater assets and related real property; (g) the assets, properties and rights that are not related to the operation of the System; and (h) the rights which accrue or will accrue to Sellers the TOWNSHIP under this Agreement and any other agreementsrelated agreement, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on exhibit or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresschedule.

Excluded Assets. Notwithstanding anything contained herein to --------------- the contrary, the following assets are Assets shall not intended by the parties include, and Bank will not, and will not cause any Affiliate to, transfer to be a part BAMSI and BAMSI will not accept any of the sale and purchase contemplated hereunder and are excluded from following (collectively, the Purchased Assets (the “"Excluded Assets”): "): (a) cash Books of original financial entry and cash equivalentsinternal accounting documents and records relating to any Asian Business and any other books and records relating to any Asian Business that Bank is required to retain pursuant to statute, marketable securities rule or regulation, but BAMSI in such event shall have the right to inspect and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); copy for any proper purpose; (b) insurance policies and programs, all related premiums and refunds, Any assets of employee benefit and pension plans (including all assets and proceeds of all plans, other than the foregoing) and records relating thereto, except as set forth in Section 10.9; Plan Assets; (c) All rights to refunds of all organizational documentsfederal, corporate records state, local, foreign and stock books of Sellers provincial income, capital gains, gross receipts, profits, property, transfer, sales, mercantile, value added, capital stock, franchise or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement other taxes, including estimated taxes relating thereto and any other agreementsinterest and penalties imposed thereon (collectively, certificates and instruments "Taxes") relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and Assets or the Asian Businesses to the name “HealthSouth;” (f) rights extent such Taxes relate to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or a period commencing prior to the Closing Date and were not paid by BAMSI; (whether open or closedd) arising from or against the U.S. Government under the terms Any of the Medicare program right, title and interest in the bank accounts of the Asian Businesses, subject to Section 5.3; (e) Policies of insurance, fidelity, surety or TRICARE similar bonds and against the coverages afforded thereby; (f) Any assets of Bank or any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”)Affiliate thereof not primarily related to or used primarily by an Asian Business as conducted prior to the Closing for such Asian Business; and (g) All rights, causes of action and claims to the extent arising out of any of the Excluded Contracts; Assets described in paragraphs (ha) all rights relating to Taxes for periods ending on through (g) hereof or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations any of the Facilities prior to Closing; Retained Liabilities (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(las hereinafter defined), which Schedule includes a list of assets that are not owned by Sellersincluding, are not used in connection with the operation of the Facilitieswithout limitation, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresany rights to reimbursement for damages, fees or expenses.

Excluded Assets. Notwithstanding anything herein any provision of this Agreement express or implied to the contrary, the following assets are Purchaser shall not intended by the parties to acquire and there shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (a) the capital stock of, or any membership interest, partnership interest or any similar equity interest in, any Person, (b) any Seller Plan and all Contracts and refunds related thereto (including refunds of workers’ compensation expenses, Contract premiums or payments), (c) all Leased Real Property (other than Purchased Leased Real Property), (d) the Excluded Cash and any bank account in which the Excluded Cash is deposited, (e) insurance policies and all prepaid expenses or premiums, proceeds, rights and claims thereunder (“Excluded Insurance Items”), provided Excluded Insurance Items shall not include insurance proceeds or the rights to insurance proceeds received or receivable by the Sellers in respect of any loss or casualty with respect to any asset that on the Closing Date is a Purchased Asset, unless the Company has paid to restore, repair or replace such asset prior to the Closing Date, (f) all income Tax based assets and all refunds or credits, if any, of Taxes due to or from the Sellers with respect to the Business for a taxable period ending before the Closing Date or due to or from Sellers with respect to the Business for the applicable pro rata portion of the Straddle Period (the “Excluded Tax Refunds”), (g) the minute books, charter documents, and transfer records of the Sellers and such other books and records as pertain to the organization, existence or capitalization of the Sellers, any other books or records not related to the Business or the Purchased Assets, and financial records pertinent to the Sellers’ operation of the Business (copies of which will be provided to Purchaser) and the Sellers’ Tax records (copies of which will be provided to Purchaser), (h) the Sellers’ rights under this Agreement and the Transaction Documents to which it is a party, (i) all assets owned or held in trust or otherwise associated with or used in connection with any Seller Plan, (j) all of the Sellers’ rights, claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against third parties which (1) may arise in connection with the discharge by the Sellers of the Excluded Liabilities or (2) are related to the Excluded Assets, (k) any amounts received by Purchaser or the Sellers related to, associated with, or in payments of the Seller Chargebacks and the Seller Returns, (l) the Sellers’ ▇▇ ▇▇▇▇ Deposit, (m) the Seller Cash Collateralized Letters of Credit, (n) any prepaid expenses made by or on behalf of the Sellers other than Prepaid Expenses, (o) each of the assets set forth in Section 2.2 of the Sellers’ Disclosure Schedule, and (p) any assets, properties, privileges, rights, interests and claims, real and personal, tangible and intangible, disposed of prior to the Closing in the ordinary course of business and not in violation of this Agreement (collectively, the “Excluded Assets”): (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrary, The Assets shall not include the following specifically enumerated assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ): 2.2.1 All rolling stock, equipment and supplies associated with Seller’s current trucking operations, which are listed on Schedule 2.2.1. 2.2.2 All assets purchased for Seller’s suspended Heavy Crude Expansion Project (“HCEP”) that are not currently in use at the Tulsa Refinery and which are either (i) described on Schedule 2.2.2 or (ii) as of the Effective Date are stored in an area on the Owned Real Property referred to as the “Ball Field” or outside of the Owned Real Property and for which there is an associated purchase order related to the HCEP, none of which assets are intended for use in connection with capital improvements contemplated by Section 6.7.1.2. Such assets are referred to as the (“HCEP Property”). 2.2.3 Except as included in the Assets pursuant to Section 2.1.17, claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Seller or any Affiliate of the Seller of any kind to the extent (a) relating to the Excluded Assets or the Excluded Liabilities, or (b) except to the extent relating to Assumed Liabilities, relating to the ownership of the Assets or operation of the Business prior to the Closing Date, or (c) against the Seller or any Affiliate of the Seller (but specifically excluding any claims, causes of action or similar rights by any Buyer or its Affiliates against the Seller or any of its Affiliates under this Agreement). 2.2.4 All: (i) privileged or proprietary materials, documents, software, data, information, and media owned by or licensed to the Seller or its Affiliates, any and all rights to use same, (ii) patent rights, inventions, shop rights, moral rights, know-how, show-how, trade secrets, and rights in designs, drawings, artwork, plans, prints, manuals, models, design registrations, technical and customer information and data, lists of materials, patterns, records, diagrams, formulae, processes, product design standards, tools, prototypes, product information literature, computer files, computer software (including object code and source code), scripts, source code comments, technical documentation, user documentation, specifications, schematics, and rights in other confidential and proprietary technology and information; (iii) registered and unregistered copyrights and all registrations for, and applications for registration of, any of the foregoing; and (iv) registrations for, and applications for registration of, any of such items, but only to the extent that any of the foregoing items (i)-(iv) are not used exclusively in connection with the ownership of the Assets or the operation of the Facilities or the Business, and any registered or unregistered trademarks, service marks, logos, brand names, trade names, domain names, other names or slogans embodying business or product goodwill, and all other trademark rights (including trade dress), and all goodwill associated therewith. 2.2.5 All computer and data processing hardware, software or firmware, and all rights relating thereto, not located at the Facilities, other than those used by the Seller exclusively in the operation of the Business or the Facilities as currently conducted by the Seller. 2.2.6 Subject to the provisions of Section 6.3, any and all employment and medical records of Retained Employees and any and all medical records of Current Employees (other than those employee medical and exposure records maintained for purposes of complying with OSH Act standards for which transfer to the Buyers is permitted by Laws and provided that the applicable employee has executed a release in form and substance satisfactory to the Seller), whether or not maintained at the Facilities; provided, however, if any medical records of Continuing Employees are needed in order to respond to any post-Closing inquiries from governmental agencies relating to employment or workplace safety issues, Seller agrees to reasonably, and to the extent permitted by Laws, cooperate with each Buyer to make such records available to each Buyer or to the agency for purposes of the investigation. 2.2.7 All cash on hand and cash equivalents, marketable securities including bank accounts, money market funds and other investments (including Sellers’ temporary cash investments. 2.2.8 All of the Seller’s and any of its Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegasright, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, title and interest of Sellers and their Affiliates in and to the name “HealthSouth;” all (fa) accounts receivable and all notes and other evidences of indebtedness of and rights to settlement receive payments arising out of sales, services, rentals and retroactive adjustmentsother activities of the Business occurring in connection with and attributable to the ownership or operation of the Assets or the Business prior to the Closing and the security arrangements, if any, for open cost reporting periods ending related thereto, (b) all bonds, letters of credit or other security arrangements posted or otherwise issued by the Seller in favor of any other Person, other than any Prepayments (the “Seller Security Arrangements”), and (c) in each case including any rights with respect to any Third Party collection procedures or any other actions or proceedings in connection with the foregoing. 2.2.9 All of the Seller’s rights arising under any outstanding receivable or payable, which arose prior to Closing, between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand. 2.2.10 All Contracts of the Seller or any Affiliate of the Seller that (i) do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller, (ii) relate exclusively to the Environmental Compliance Projects Contracts, and (iii) any Contract listed on Schedule 2.2.10 (together, the “Excluded Contracts”) and all Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller. 2.2.11 Subject to Section 10.6, any and all accounting and Tax files, books or records relating to Tax returns and Tax work papers related to the Assets exclusive of property tax files. 2.2.12 All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Seller, its Affiliates or their respective employees. 2.2.13 All rights, titles, claims and interests of the Seller or any Affiliate of the Seller (i) except as otherwise specifically provided by this Agreement, under any policy or agreement of insurance, or (ii) except as may be otherwise specifically provided by this Agreement, to any insurance proceeds relating to events that occurred prior to the date of Closing, with respect to the Assets or the Business or relating to assets not included in the Assets. 2.2.14 All rights or claims by the Seller or any Affiliate of the Seller to any Tax refund relating to the period prior to the Closing Date Date. 2.2.15 Any equity interest held by the Seller (whether open or closedAffiliate thereof) arising from in any Person. 2.2.16 Any planes, vehicles or against the U.S. Government under the terms communication, computer, clerical or accounting Equipment located outside of the Medicare program boundaries of the Facilities on the date hereof, the Owned Real Property or TRICARE Leased Real Property that have historically been located outside of the boundaries of such Assets (or hereafter acquired and against any state under its Medicaid program located outside of the boundaries of such Assets, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of such Assets) and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated is not used exclusively in connection with the operations ownership of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with Assets or the operation of the Business as it is currently conducted by the Seller. 2.2.17 Any products produced at the Facilities that are in transit outside the Facilities as of and for which the Seller has issued an invoice prior to the Hydrocarbon Inventory Transfer Time. 2.2.18 All forecasts, financial information or financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Business as it is currently operated by the Seller) prepared or used by the Seller to the extent not relating exclusively to the Business and all copies of and subscriptions to Third Party reports. 2.2.19 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including bids received from other parties and analyses relating in any way to the Assets, the Assumed Liabilities and the Facilities, but which assets are located at excluding books, documents, records and files relating to the Facilities; Assumed Environmental Liabilities. 2.2.20 All rights of Seller in the real property described on Schedule 2.1.19. 2.2.21 All rights of the Seller under or pursuant to this Agreement and (m) all HealthSouth policies the other agreements and procedurestransactions contemplated hereby. 2.2.22 All rights of the Seller in the Excluded Hydrocarbon Inventory. 2.2.23 The AF Transport Property.

Excluded Assets. Notwithstanding anything herein to It is expressly understood and agreed that the contrary, Assets shall not include the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): following: (a) cash Cash and cash equivalentsequivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); insurance premium prepayments; (b) insurance policies and programsThe accounts receivable of the Company as of the Closing Date, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or payment under any assigned Contracts arising out of work performed by the Company prior to the Closing Date and all rights arising prior to the Closing Date under warranties and guarantees insofar as such rights affect the exposure to Company for any Retained Liabilities; (whether open c) Claims for refunds of taxes and other governmental charges to the extent such refunds relate to periods prior to the Closing Date; (d) All rights, claims or closed) arising from or against the U.S. Government under the terms causes of action of the Medicare program Company arising or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating relative to Taxes for periods ending on or prior to the Closing; (e) The assets of any employee benefit plan maintained by the Company or any of its Affiliates; and (f) The original corporate minute books, including claimsstock books, refunds financial records, tax returns and loss carryforwards; (i) corporate policies and procedures manuals of the computer software systems Company. To implement the provisions of Section 1.2(b), the Company shall prepare invoices for all day rate drilling contracts for periods up to the Closing Date and other intellectual property listed the Buyer shall prepare invoices for periods after the Closing. With respect to footage basis drilling contracts ongoing on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated Closing Date, the Buyer shall conduct the accounting for such contracts in connection cooperation with the operations Company through the completion of the Facilities prior relevant well, and shall invoice the customer on behalf of both parties. The Buyer shall determine the profits for the well (revenue for the well, net of expenses other than any g & a allocations) and remit to Closing; (k) all intercompany receivables the Company its pro rata portion based upon footage completed before and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with after the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained herein, the Station Assets shall not include the following assets are not intended by the parties to be a part of the sale or any rights, title and purchase contemplated hereunder and are excluded from the Purchased Assets interest therein (the “Excluded Assets”): ): (a) all cash and cash equivalentsequivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities securities, money market accounts and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); all such similar accounts or investments; (b) insurance policies all tangible and programs, all related premiums intangible personal property of Seller retired or disposed of between the date of this Agreement and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth Closing in Section 10.9; accordance with Article 4; (c) all organizational documents, corporate records and stock books of Sellers Station Contracts that are terminated or their Affiliates; expire prior to Closing in accordance with Article 4; (d) rights that accrue or will accrue Seller’s corporate and trade names unrelated to Sellers under this Agreement the operation of the Stations (including the name “Emmis”), charter documents, and any other agreements, certificates books and instruments records relating to the transaction; organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all rightscontracts of insurance, titleall coverages and proceeds thereunder and all rights in connection therewith, and interest of Sellers and their Affiliates in and including without limitation rights arising from any refunds due with respect to insurance premium payments to the name “HealthSouthextent related to such insurance policies;” (f) rights to settlement all pension, profit sharing plans and retroactive adjustmentstrusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller and any affiliates of Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or not offset) for open cost reporting periods goods or services sold or provided prior to the Effective Time (defined below) or otherwise arising during or attributable to any period prior to the Effective Time (the “A/R”); (h) any computer software and programs used in the operation of the Stations that are not transferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.7; (k) all claims of Seller with respect to any Tax (defined below) refunds to the extent attributable to a taxable period ending on or prior to the Closing Date Effective Time; (whether open or closedl) arising from or against computers and other assets located at the U.S. Government under Emmis Communications Corporation headquarters, and the terms centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis multiple stations; and (“Agency Receivables”); (gm) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property assets listed on Schedule 2.2(i) (1.2, and the slogan “Excluded Intellectual PropertyGreat Media, Great People, Great Service.”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, the following assets of MII Life (collectively, the “Excluded Assets”) are not intended by the parties to be a part of the sale and purchase contemplated hereunder and hereunder, are excluded from the Purchased Acquired Assets (and shall remain the “Excluded Assets”): property of MII Life after the Closing: (a) all cash and cash equivalentsequivalents of MII Life and all other deposit accounts, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); than the Account Deposits identified on Schedule 1.6; (b) insurance policies all accounts or notes receivable of, acquired by or assigned to or for the benefit of MII Life and programsnot related to the Acquired Assets, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Assumed Liabilities or its Spending Account Business; (c) all organizational documents, corporate records interests in real property and stock books of Sellers fixtures whether owned or their Affiliates; leased; (d) all interests in tangible personal property, including any office furniture and furnishings, copying, computer and phone equipment, supplies and other personal property, whether owned or leased; (e) all claims for refund(s) of Taxes with respect to periods ending prior to the Closing Date; (f) all Seller Benefit Arrangements and all assets, trust agreements or any other funding and administrative Contracts related to such Seller Benefit Arrangements; (g) all insurance policies and rights that to recovery thereunder; (h) all communications between MII Life and any of its respective advisors, including the right to assert attorney client privilege with respect to such communications made with their outside counsel; (i) all rights of MII Life under the Ancillary Documents and all rights which accrue or will accrue to Sellers MII Life under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouthAgreement;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to ClosingPermits; and (k) all intercompany receivables and payables and (l) those other assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets MII Life that are not owned by Sellers, are not used primarily in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresits Spending Account Business.

Excluded Assets. Notwithstanding anything herein the provisions of Section 2.1 to the contrary, the Acquired Assets shall not include the following specifically excluded assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “"Excluded Assets”): "): (a) cash and cash equivalentsthe corporate charter, marketable securities qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates identification numbers, seals, minute books, stock transfer books, blank stock certificates, and Rehabilitation Hospital other documents relating to the organization, maintenance, and existence of Nevada – Las VegasSeller as a corporation, Inc.’s partnership interest in Rehabilitation Hospital and all tax credits and other tax attributes of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Cash; (c) all organizational documentsclaims, corporate records refunds, causes of action, choses in action, rights of recovery, rights of set-off and stock books rights of Sellers recoupment or their Affiliates; other rights and claims of a similar nature including tax refunds and insurance refunds related solely to the Excluded Assets; (d) any shares of capital stock in Seller or any rights that accrue or will accrue pertaining thereto; (e) the corporate name of Seller; (f) the Hyatt Claims; (g) Seller Claims necessary to Sellers offset claims against Seller, as set forth on Schedule 2.1(i); (h) any of the rights of Seller under this Agreement (or under any side agreement between Seller on the one hand and any Buyer on the other agreements, certificates and instruments relating to hand entered into on or after the transaction; date of this Agreement); (ei) all rightsAvoidance Actions; (j) all of Seller's rights and causes of action arising under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (k) Seller's director and officer insurance policy and all prepaid premiums associated therewith; and (l) any assets of Seller (whether or not included in the definition of "Acquired Assets") which may be designated by Buyer in writing as "Excluded Assets" in Buyer's sole discretion, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against Date, including, but not limited to, the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets items specifically identified set forth on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein All of Seller’s assets not included in the Acquired Assets shall not be sold or transferred to the contraryBuyer, the following assets are not intended but shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller (collectively, the “Excluded Assets”): ). Without limiting the generality of the foregoing sentence, the Excluded Assets shall include, without limitation, the following assets of Seller: (a) All cash, cash equivalents and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital bank accounts of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies All accounts receivable, notes receivable and programsall other receivables of Seller relating to the DF Manufacturing Business on or before the Closing Date and all accounts receivable, notes receivable and all other receivables of Seller not related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all to the foregoing) and records relating thereto, except as set forth in Section 10.9; DF Manufacturing Business; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; All Seller’s inventory other than the Included Inventory; (d) rights that accrue Any asset owned by Seller which is not used by Seller exclusively in the conduct of the DF Manufacturing Business or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to which is not located at the transaction; SP Facility on the Closing Date; (e) all rights, title, Any retained samples and interest of Sellers and their Affiliates in and to stability testing samples located at the name “HealthSouthSP Facility on the Closing Date;” (f) rights All prepaid income or other Taxes of Seller and any income or other Tax refunds to settlement which Seller may be or may become entitled for all periods prior to the Closing Date; (g) All surety bonds and retroactive adjustmentsall payments or prepayments made with respect to (or certificates of deposit, if anyletters of credit and other assets posted by Seller to secure) surety bonds, for open cost reporting periods ending on financial security obligations or otherwise, including without limitation pursuant to the Permits; (h) All claims and causes of action of Seller arising prior to the Closing Date (whether open against third parties and all payments or closed) arising from other sums or against the U.S. Government under the terms of the Medicare program amounts payable or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; which may become payable with respect thereto; (i) the computer software systems All of Seller’s insurance policies including, without limitation, policies for health, general liability and property insurance, and any and all premium refunds and claims with respect to such refunds and all payments, proceeds and other amounts due or payable, or hereafter becoming due and payable, thereunder; (j) All records relating to the organization, maintenance, existence and good standing of Seller as a corporation, namely Seller’s (i) corporate charter, (ii) qualifications to conduct business as a foreign corporation, (iii) taxpayer and other identification numbers, (iv) minute books, (v) stock records, (vi) tax records, and (vii) corporate seals; (k) All of Seller’s right, title and interest in and to the names “Merck & Co., Inc.” and “Merck,” and the name of each Affiliate and subsidiary of Merck and Co., Inc., including (without limitation) the names “Schering”, “Schering-Plough”, “Merck Sharp & Dohme”, “MSD” and “Diosynth”, and in each case, all variations thereof, and all trademarks, trade names and logos incorporating any such names or any variation thereof, and all rights and interests of Seller in and to all other trademarks, trade names, service marks and logos used or owned by Seller or any of its Affiliates; (l) All of Seller’s computer systems, intellectual property property, records, and know-how except for the items listed on Schedule 2.2(i2.1.(e). For the sake of clarity, the Parties acknowledge that Buyer shall be authorized to use certain of Seller’s computer systems, intellectual property, records, and know-how in accordance with the terms and conditions of the Transition Services Agreement; (m) (the “Excluded Intellectual Property”); (j) all accounts receivable generated All cash positions, cash equivalents, bonds, letters of credit, guarantees or other similar types of collateral posted by Seller in connection with the operations Acquired Assets, DF Manufacturing Business, including without limitation, with respect to the Permits; (n) The prepaid expenses, advance payments, deposits, surety accounts and other similar assets not attributable to the operation of the Facilities prior to Closing; DF Manufacturing Business ; (ko) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list All of Seller’s assets that are not owned by Sellersexpressly included in the Acquired Assets, are not used in connection with including without limitation, assets relating to businesses of Seller other than the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresDF Manufacturing Business.

Excluded Assets. Notwithstanding anything herein to the contraryprovisions of Section 2.1, the following assets are Assets shall not intended include the following, which shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller (the “"Excluded Assets”): "): (a) cash programming and cash equivalents, marketable securities and agreements other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); than those listed on Schedule -------- 2.1 (b) insurance policies and programs, all related premiums rights and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; claims thereunder; (c) all organizational documentsbonds, corporate records letters of credit, surety instruments, and stock books of Sellers or their Affiliates; other similar items; (d) rights cash and cash equivalents; (e) equipment owned by customers of the Business, such as converters purchased by customers, pagers and house wiring; (f) any agreement, right, asset or property owned or leased by Seller that accrue is not used or will accrue held for use in connection with its operation of the Systems; (g) all claims, rights, and interest in and to Sellers under this Agreement and refunds of Taxes or fees of any nature, or other agreementsclaims against third parties, certificates and instruments relating to the transaction; (e) all rights, title, and interest operation of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or Systems prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; Date; (h) all rights relating to Taxes for periods ending on or prior to the Closingaccount books of original entry, including claims, refunds general ledgers and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not financial records used in connection with the operation Systems, provided, however, that Seller shall (i) from time to time upon reasonable notice from Buyer, provide to Buyer access to any of such books and records as then may be in Seller's possession, (ii) retain possession of such books and records for a reasonable period, not to exceed three (3) years from the Closing Date (except for Tax-related books and records which shall be retained by Seller for at least seven (7) years from the Closing Date), and (iii) notify Buyer in writing at least thirty (30) days prior to disposing of or destroying any of such books and records and permit Buyer to arrange, at Buyer's cost, for the delivery to Buyer of the Facilitiesbooks and records proposed to be disposed or destroyed; (i) subject to the provisions of Section 3.4, but which assets are located at the FacilitiesSeller's trademarks, trade names, service marks, service names, logos, and similar proprietary rights; and and (mj) all HealthSouth policies and procedures.any other items described on Schedule 2.2. ------------

Excluded Assets. Notwithstanding anything herein to Seller specifically excludes from this transaction all reservations and exceptions listed in Exhibit “A” and the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): following: (a) cash and cash equivalents, marketable securities All vehicles and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates transportation equipment, furniture, office supplies and Rehabilitation Hospital of Nevada – Las Vegasequipment, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegastelephones and radio or other telecommunications systems, L.P.); (b) insurance policies tools, store stock, spare parts, and programsequipment, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on assets not specifically used or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used required in connection with the operation of the FacilitiesProperties; (b) computer equipment, telecommunications equipment, vehicles, tools, pulling machines, and other equipment and material temporarily located on the Property; (c) items excluded from the Records provided to Buyer before the execution date; (d) personal property, fixtures, equipment and facilities located on the Lands, but which assets are located at currently in use exclusively in connection with the Facilitiesownership or operation of other property not included in the Properties; (i) all trade credits, accounts receivable, notes receivable and other receivables attributable to Seller’s interest in the Properties with respect to any period of time prior to the Effective Time; (ii) all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Seller’s interest in the Properties with respect to any period of time prior to the Effective Time; and (iii) all proceeds, benefits, income or revenues accruing (and any security of other deposits made) with respect to the Properties prior to the Effective Time; (f) all corporate, financial, and tax records of Seller other than the Records; (g) all claims and causes of action of Seller arising from acts, omissions or events, or damage to or destruction of, the Properties occurring prior to the Effective Time; (h) except as otherwise provided in Article 16, all rights, titles, claims and interests of Seller relating to the Properties prior to the Effective Time (i) under any policy or agreement of insurance or indemnity; (ii) under any bond; or (iii) to any insurance or condemnation proceeds or awards; (i) all Hydrocarbons produced from or attributable to the Properties with respect to all periods prior to the Effective Time, together with all proceeds from or of such Hydrocarbons, except the Inventory Hydrocarbons; (j) claims of Seller for refund of or loss carry forwards with respect to production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Time, or income or franchise taxes; (k) all amounts due or payable to Seller as adjustments or refunds under any contracts or agreements (including take-or-pay claims) affecting the Properties, respecting periods prior to the Effective Time except to the extent such amounts are subject to make-up rights out of future production after the Effective Time; (l) all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties with respect to any period prior to the Effective Time; (m) all HealthSouth policies proceeds, benefits, income or revenues accruing (and proceduresany security or other deposits made) with respect to the Properties, and all accounts receivable attributable to the Properties, prior to the Effective Time; (n) all of Seller’s intellectual property, including, but not limited to, proprietary computer software, patents, trade secrets, copyrights, names, marks and logos; (o) all hedge obligations and hedge contracts; and (p) any item listed on Schedule 2.2.

Excluded Assets. Notwithstanding anything herein to the contrary, the The following assets are of Seller shall not intended be acquired by the parties to Buyer and shall be a part of the sale and purchase contemplated hereunder and are deemed excluded from the Purchased Assets assets (the “Excluded Assets”): ): (a) cash Seller’s minute books, organizational documents, and cash equivalentssuch other books and records of Seller pertaining to the ownership, marketable securities organization or existence of Seller and duplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates books and Rehabilitation Hospital records of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller not related to the Business; (b) insurance policies and programsany claim, all related premiums and refundsright or interest of Seller in or to any prepayment, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating theretorefund, except as set forth in Section 10.9; rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom; (c) all organizational documentsContracts other than Assumed Contracts, corporate records and stock books any assets of Sellers or their Affiliates; Seller subject to any Contract of Seller that is not an Assumed Contract; (d) non-assignable licenses, permits and authorizations; (e) all insurance policies relating to the Business and those claims of Seller under the insurance policies included within the Excluded Assets; (f) all Benefit Plans (and all rights, claims and defenses thereunder), and all assets or funds held in trust for or under such Benefit Plans; (g) all claims, causes of action and choses in action of Seller against third parties relating to the Excluded Assets and the Excluded Liabilities; (h) the assets, properties and rights that specifically set forth on Schedule ‎2.2(h); (i) the rights which accrue or will accrue to Sellers Seller under this Agreement and any other agreements, certificates and instruments relating to or the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresRelated Documents.

Excluded Assets. Notwithstanding anything herein to the contrary, Seller shall retain all of its existing right, title and interest in and to the following assets are not intended by the parties to assets, and there shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Transfer to Buyer hereunder, and the Transferred Assets shall not include, the following (collectively, the “Excluded Assets”): ): (a) all cash and cash equivalents, bank accounts, credit cards, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit, treasury bills and other investments similar items (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.“Cash”); provided, however, Cash shall not include (i) Accounts Receivable, (ii) any items specifically identified in Section 2.1(j), or (iii) any items specifically included in the final Net Working Capital for purposes of Section 2.6 hereof; (b) insurance policies and programsall rights to any refund of Taxes, all related premiums and refundsdeposits for Taxes with any Governmental Entity, employee benefit and pension plans or prepaid Taxes, in each case, to the extent such Taxes relate to (including all assets and proceeds of all x) Pre-Closing Tax Periods with respect to the foregoingBusiness or the Transferred Assets, or (y) and records relating thereto, except as set forth in Section 10.9; the other Excluded Assets; (c) all organizational documents, corporate records rights in connection with and stock books assets of Sellers or their Affiliates; the Benefit Plans; (d) all insurance policies and binders of Seller, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies; (e) the Retained Names; (f) all Intellectual Property Rights of Seller and its Affiliates, other than the Transferred Intellectual Property; (g) all Excluded Books and Records, wherever located; (h) all corporate-wide systems, properties and assets, including management Information Systems and software, computer and communications systems and software and related third-party software, internet protocol address spaces, voicemail, and messaging systems and related Intellectual Property Rights and technology and assets, including the assets that accrue will be utilized by Seller in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating exclusively related to the transaction; Business and not included in the Transferred Intellectual Property; (ei) all IT Assets of Seller, other than the Transferred IT Assets; (j) all rights, title, claims and interest causes of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights actions relating to Taxes for periods ending on any Excluded Asset or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; Liability; (k) all intercompany receivables consideration received by Seller pursuant to, and payables and all rights of Seller under, this Agreement or any Ancillary Agreement; (l) those assets specifically identified on Schedule 2.2(lall confidential communications between Seller and its legal counsel and other advisors arising out of or relating to the negotiation, execution or delivery of this Agreement or the Transaction (or the sales process relating to the potential sale of the Business), which Schedule includes a list including any attendant attorney-client privilege, attorney work product protection, and expectation of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and client confidentiality applicable thereto; (m) any asset which is not included as a Transferred Asset; and (n) all HealthSouth policies and proceduresassets described on Section 2.2(n) of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding anything herein to the contrary, Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and none of the Sellers nor any of their Affiliates is selling, assigning, transferring or conveying, pursuant to this Agreement any of the following assets are not intended by the parties to be a part Assets of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Sellers or any of their Affiliates (collectively, the “Excluded Assets”): ): (a) any Assets not used in, held for use in, related to or reasonably necessary for the operation of the Business; (b) all cash and cash equivalents, equivalents and marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegasthe Business, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; but excluding Buyer Cash; (c) all organizational documentsequity interests of any Seller or any of its Affiliates; (d) the minute books, stock records, stock certificates, Organizational Documents, corporate seals, corporate registers and similar documents of the Sellers or any of their Affiliates and any other books and records and stock books of that the Sellers or their Affiliates; Affiliates are required to retain or are prohibited from disclosing or transferring to Buyer under applicable Law or pursuant to any agreement set forth on Schedule 1.2(d); (de) all rights that accrue of the Sellers under Permits to the extent not transferable pursuant to applicable Laws or will accrue to by the terms of any such Permit; (f) all rights of the Sellers under this Agreement and the Ancillary Agreements; (g) all known or unknown, liquidated or unliquidated, contingent or fixed, rights, claims (including counter-claims) or causes of action, choses in action, rights of recovery and rights of set-off of any other agreementskind, certificates and instruments indemnities against any Person that any Seller may have against any Person, in each case to the extent related to (i) an Acquired Asset, to the extent exclusively arising in, relating to or in respect of any period prior to the transactionClosing; (e) all provided that any such rights, titleclaims (excluding counter-claims), causes of action, choses in action, rights of recovery, rights of set-off and indemnities may not be asserted against a Person with whom Expedia has a then-current business relationship without the prior written consent of Buyer (in the case of an indemnity claim only, such written consent not to be unreasonably withheld), (ii) an Acquired Asset, arising in, relating to or in respect of periods both prior to and after the Closing (a “Straddle Claim”), but only to the extent that such rights, claims (excluding counter-claims) or causes of action, choses in action, rights of recovery and rights of set-off of any kind, and interest of Sellers and their Affiliates in and indemnities relate to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or period prior to the Closing Date and if asserted by Sellers, subject to Section 5.15, (whether open iii) any Liability arising under any Contract that does not constitute an Assumed Contract, (iv) an Excluded Liability, (v) any claim that the Sellers shall have asserted prior to the date hereof or closed(vi) arising as otherwise set forth on Schedule 1.2(g) (as may be amended from or against time to time upon the U.S. Government under the terms written consent of the Medicare program or TRICARE Seller and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Buyer) (collectively, “Agency ReceivablesExcluded Claims”); (g) the Excluded Contracts; ; (h) all Assets of (or related to) any Seller Plan and any related Contract between any Person and a Seller or any of its Affiliates; (i) all rights and obligations of the Sellers to the extent arising under any Contracts (i) set forth on Schedule 1.2(i)(A), (ii) that are subject to Section 5.6(a) that are not assigned to Buyer after the Sellers have complied with Section 5.6(a), subject to Section 5.6(b) or (iii) which do not otherwise constitute Assumed Contracts; other than the rights to enforce, for the benefit of Buyer and the Business, the noncompete, nonsolicitation, confidentiality and other restrictive covenants to the extent relating to Taxes for periods ending on the Acquired Assets, the Assumed Liabilities or prior the Business to the Closingextent set forth on Schedule 1.2(i)(B) (which rights shall constitute Acquired Assets hereunder); (j) all deposits, refunds, credits, charges, sums and fees of the Sellers related to the operation of the Business (including claimswith respect to Taxes), refunds other than as provided in Section 1.1(e), Section 1.1(f) and loss carryforwards; Section 1.1(j); (k) all financial and Tax records relating to (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations Business that form part of the Facilities general ledger of Parent and (ii) any Tax period prior to Closingthe TSM Pre-Closing Tax Period; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l)provided, which Schedule includes a list however, that the Sellers shall deliver to Buyer pursuant to the Transition Services Agreement copies of assets any such records that are not owned by Sellersused in, are not used in connection with held for use in, related to or reasonably necessary for the operation of the FacilitiesBusiness; (l) all refunds, but which assets are located at claims for refunds or prepayments of and prepaid expenses or credits with respect to Taxes with respect to the Facilities; and Acquired Assets or the Business attributable to any Pre-Closing Tax Period, other than as provided in Section 1.1(f); (m) all HealthSouth insurance policies of the Sellers or any of their Affiliates, and proceduresall rights to applicable claims and proceeds thereunder; (n) all Seller Shared Assets; (i) all attorney-client privilege and attorney work-product protection of the Sellers or associated with the Business as a result of legal counsel representing the Sellers or the Business to the extent relating to the structuring, preparation and negotiation of the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller to the extent relating to the structuring, preparation and negotiation of the transactions contemplated by this Agreement; (p) all IT Assets; and (q) all Accounts Receivable.

Excluded Assets. Notwithstanding anything herein Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to the contrary, or under any of the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (a) cash any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, marketable securities funds in time and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates demand deposits or similar accounts, and Rehabilitation Hospital any evidence of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); indebtedness issued or guaranteed by any Governmental Authority; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all assets Contracts and proceeds arrangements with third party suppliers for the supply of all materials, components, processing supplies and packaging obtained for use in the foregoing) and records relating theretomanufacture of the Products), except as set forth in Section 10.9; (c) all organizational documentsor rights therein or thereunder, corporate records and stock books of Sellers or their Affiliates; other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights that accrue and interest in and to any refund or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments credit of Taxes (x) relating to the transaction; Purchased Assets or operation of the Business in each case, relating to taxable periods (eor portion thereof) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date or (whether open or closedy) arising from or against of Seller and the U.S. Government under the terms of the Medicare program or TRICARE and against Divesting Entities for any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis period; (“Agency Receivables”); (gf) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property listed on Schedule 2.2(ior similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the “Excluded Intellectual Property”); API, in each case, other than the Transferred IP Rights; (j) all accounts receivable generated in connection with the operations any real estate owned or leased by Seller or any of the Facilities prior to Closing; its Affiliates; (k) all intercompany receivables any rights, claims and payables credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) those assets specifically identified on Schedule 2.2(l)all Plans and all employees of Seller, which Schedule includes a list any Divesting Entity or any of assets their Affiliates; (m) that certain B▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and J▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to s▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not owned by Sellers(i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, are not used in connection with the operation including those claims set forth on Section 2.02(p) of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresDisclosure Schedules.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”): ): (a) Any cash and or cash equivalents, equivalents (including any marketable securities and or certificates of deposit) of the Seller, other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); than ▇▇▇▇▇ cash held at the Stations; (b) insurance policies All bank and programsother depository accounts of the Seller; (i) Any contract or agreement that, all related premiums by its terms, terminates or expires (and refundsis not renewed or extended by the Seller) prior to the Closing, employee benefit and pension plans (including all assets and proceeds of all ii) the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; Retained Multi-Station Contract Rights; (d) All claims, rights that accrue and interests of the Seller in and to any refunds of Taxes of any nature whatsoever, including all items of loss, deduction or will accrue to Sellers under this Agreement and any other agreementscredit for Tax purposes, certificates and instruments in each case, relating to the transaction; Business, the Purchased Assets or the Assumed Liabilities for, or applicable to, periods (eor portions thereof) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date Date; (whether open e) Any rights, claims or closed) arising from or against the U.S. Government under the terms causes of action of the Medicare program or TRICARE and Seller against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights third parties relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities Business prior to the Closing Date (including all amounts payable to the Seller, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing that have not been paid as of the Closing; ); (kf) all intercompany receivables All bonds held, contracts or policies of insurance, and payables prepaid insurance with respect to such contracts or policies; (g) The Seller’s minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (lother than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are and any books and records not owned by Sellers, are not used in connection with exclusively relating to or necessary for the operation of the FacilitiesBusiness; (h) Any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software; (i) All records prepared in connection with or relating to the sale, but which assets are located at swap or transfer of the Facilities; Stations, including bids or offers received from others and analyses relating to the Stations and the Purchased Assets; (j) The items designated in Schedule 2.2(j) as “Excluded Assets”; (k) The Retained Names and Marks; (l) All Intellectual Property of the Seller (other than the Purchased Intellectual Property); (m) All real and personal, tangible and intangible assets of the Seller that are used or held for use in the operation of the Other Seller Stations (including, without limitation, any such assets that are used both in the operation of the Stations and in the operation of the Other Seller Stations); (n) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (o) All capital stock or other equity securities of the Seller or its Affiliates and all HealthSouth policies other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; (p) All of the employee benefit agreements, plans or arrangements sponsored or maintained by the Seller or its Affiliates (including, without limitation, all Employee Plans) and proceduresany assets of any such agreement, plan or arrangement; (q) Any intercompany receivables of the Business from the Seller; (r) All accounts receivable outstanding at the Cutoff Time generated by the Business prior to the Closing (“Seller’s A/R”); and (s) Any rights of or payment due to the Seller under or pursuant to this Agreement or the other agreements with the Buyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding anything herein to the contrary, Buyers expressly understand and agree that the following assets are not intended by the parties to be a part and properties of the sale Sellers and purchase contemplated hereunder and are excluded from the Purchased Assets Sellers’ Affiliates (the “Excluded Assets”): ) shall be excluded from the Purchased Assets: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership owned and leased real property other than (i) the Purchased Real Property, (ii) the right, title and interest of Sellers in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegasto the Leased Real Property pursuant to the Real Estate Leases set forth on Schedule 1.01(b) and (iii) all right, Inc.’s partnership title and interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); created pursuant to the Lease Agreement and Shanghai Sublease; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans the Intellectual Property (including without limitation any and all assets Trademarks containing or derived from the word Teradyne and proceeds the goodwill appurtenant thereto) owned by Sellers or any of all their Affiliates or which Sellers or any of their Affiliates have rights to, other than the foregoingPurchased Intellectual Property and the rights granted to Buyers to the Licensed Intellectual Property pursuant to the License Agreement and the Intellectual Property Assignment Agreement; (c) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documentson Schedule 2.12(b)(i), corporate records Sellers’ and stock books of Sellers or their Affiliates; ’ cash, cash equivalents and liquid investments (plus uncollected bank deposits and less outstanding checks) (“Cash”); (d) refunds, rebates or similar payments of Taxes to the extent such Taxes were paid by or on behalf of any Asset Seller or any Affiliate of any Asset Seller, or would not otherwise constitute an Assumed Liability; (e) Sellers’ and their Affiliates’ (other than the Sold Companies’) returns, declarations, reports, claims for refund, information statements and the other documents relating to Taxes, including any schedule or attachment thereto and including any amendment thereof (the “Tax Information”); (f) Sellers’ rights that accrue or will accrue to Sellers under this Agreement and any other agreementsagreement, certificates and instruments relating document or instrument entered into pursuant to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouththis Agreement;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contractsany capital stock of or any equity interest or Investment in any Person other than a Sold Company; and (h) all Sellers’ and their Affiliates’ rights relating to Taxes for periods ending on in the assets listed or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed described on Schedule 2.2(i) (the “Excluded Intellectual Property”2.02(h); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein Section 1.1(a), the Company shall retain its right, title and interest in and to the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (ai) all Contracts and other assets set forth on Schedule 1.1(b)(i), such schedule to be agreed upon prior to Closing; (ii) in the event any Contract of the Company is identified following the Closing that is required to be disclosed in Section 3.11(a) of the Disclosure Schedule, but is not so disclosed, Purchaser may at its reasonable discretion elect to exclude such Contract from the Purchased Assets, and such Contract shall thereupon be deemed an Excluded Asset; (iii) the original Books and Records and the books, instruments, papers, and records relating exclusively to the Excluded Assets, taxpayer and other identification numbers, seals, minute books, stock or membership interest transfer records, and blank stock certificates; (iv) all Employee Benefit Plans and all assets contained within such Employee Benefit Plans; (v) all of the Company’s claims for and rights to receive Tax refunds, credits and any deferred tax income with respect to taxable periods preceding the Closing, and Tax returns and any notes, worksheets, files, records or documents relating thereto; (vi) all of the Company’s insurance policies and associated prepayments, insurance refunds and rights of recovery and all life insurance policies, if any, and associated prepayments, insurance refunds, rights of recovery and proceeds thereof; (vii) all rights, claims or causes of action that the Seller Parties may have against any Person for amounts owing, damages, warranties and the like pertaining exclusively to the Excluded Assets; (viii) all prepaid expenses, fees and costs, deferred charges, advance payments, security deposits and prepaid items; (ix) the rights of the Company under this Agreement and the other Transaction Documents; (x) all cash and cash equivalents, marketable securities including cash in all bank accounts maintained by the Company; and (xi) the furniture and other investments personal items in Ka▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ ▇ffice at the Leased Real Property (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoingas hereinafter defined) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedurespool table.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the following assets are Parties agree that Seller is not intended by selling, assigning, transferring, conveying or delivering to Purchaser, and the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Transferred Assets shall not include (collectively, the “Excluded Assets”): ), (ai) all Seller Contracts that are not Transferred Contracts; (ii) all bank accounts of Seller (provided, however, that all cash and cash equivalentsequivalents in such bank accounts as of the close of business on the Business Day immediately preceding the Closing Date shall constitute Transferred Assets), marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.iii) Seller’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement or any document executed in connection with the Transactions, (iv) all corporate documents required for the continuing operation of Seller as a shell corporation for the purposes of satisfying its Liabilities, filing Tax Returns, and any other agreementsdistributing funds to its stockholders, certificates including but not limited to Taxpayer identification numbers and instruments Tax Returns of Seller and its Affiliates, including records relating to the transaction; such Tax Returns, payroll records, employee records, board consents and bank records, (ev) any attorney-client privileged material of Seller, (vi) all rightsprepayments and rights to refunds of Taxes paid by Seller and its Affiliates, titlewhether paid directly by Seller or its Affiliates or indirectly by a third party on behalf of Seller or its Affiliates, regardless of whether such rights have arisen or hereafter arise, and interest all Tax attributes of Sellers Seller and their its Affiliates (including net operating losses and credits), (vi) Seller’s equity interests in its U.K. Subsidiary, and to (vii) the name “HealthSouth;” (f) rights to settlement and retroactive adjustmentsassets of Seller, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed set forth on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures1.2.

Excluded Assets. Notwithstanding anything Any provision herein to the contrarycontrary notwithstanding, the Purchased Assets shall not include any of the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ): (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the Purchase Price; (b) insurance policies at the option of Buyer, in its sole discretion, any and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds Shares of all the foregoing) and records relating thereto, except as set forth in Section 10.9; capital stock or any equity interest of any of the Sellers or any of their subsidiaries; (c) all organizational documentsany: (i) confidential personnel and medical records pertaining to any Employee to the extent such records may not be transferred to Buyer pursuant to applicable Law; (ii) other books and records that the Sellers are required by Law to retain including, without limitation, Tax Returns, taxpayer and other identification numbers, financial statements and corporate or other entity filings provided, that Buyer shall have the right to make copies of any portions of such retained books and records to the extent that such portions relate to the Business or any of the Purchased Assets; (iii) any information management systems of the Sellers, other than those used in or useful in connection with or related to the Business; and (iv) (except in the event of an Alternative Transaction) minute books, stock ledgers, equity books, equity ledgers, equity certificates and stock books certificates of Sellers any Seller or their Affiliatesany of its Subsidiaries which do not constitute Purchased Assets; in each case (i)-(iv) above, subject to Buyer’s ability to make copies thereof as Buyer deems necessary and proper; (d) rights that accrue assets of any Employee Plan, which shall be terminated or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest disposed of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date if an Alternative Transaction is implemented; (whether open e) those assets described on Schedule 2.2(e), and any Contracts and Real Property Leases not listed on Schedule 2.1(b), 2.1(c)(ii) as specifically assumed, all of which assets shall be terminated or closed) arising from or against the U.S. Government under the terms disposed of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the ClosingClosing if an Alternative Transaction is implemented; Buyer may, including claimsin its sole discretion, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities at any time prior to Closing; (k, move Personal Property, Real Property Leases and Contracts from Schedules 2.1(a), 2.1(b) all intercompany receivables and payables 2.1(c)(i) and (lii) those assets specifically identified to Schedule 2.2(e) after further due diligence; provided, however, that so moving any Personal Property, Real Property Leases or Contracts shall not result in any reduction of the Purchase Price; and (f) the Retained Causes of Action set forth on Schedule 2.2(l2.2(f), which Schedule includes a list of assets that are not owned by Sellers, are not used subject to the restrictions in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSection 2.1(g).

Excluded Assets. Notwithstanding anything herein to the contrary, It is expressly agreed that Seller shall retain and Buyer shall not acquire the following assets are not intended by on the parties to be a part date hereof or as of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Closing Date (the “Excluded Assets”): ): (a) cash All Cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevadaall cash-Las Vegas, L.P.); like assets; (b) insurance policies All deposits (other than the Security Deposits, if any), accounts receivable and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue other amounts due from any Person to Sellers under this Agreement and any other agreements, certificates and instruments Seller relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or period prior to the Closing Date Date; (whether open c) All minute books, charter documents, stock record books, books and records pertaining to the organization, existence or closed) arising from capitalization of Seller, including, for the avoidance of doubt, all financial, accounting and Tax records of or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on Seller; provided that all such items relating to the Assets shall not be deemed Excluded Assets; (d) All books and records relating solely to any Excluded Assets; (e) All assets consumed or otherwise disposed of by Seller in the ordinary course of business and in accordance with this Agreement prior to the Closing; (f) All prepaid assets or refunds or credits of Taxes for any period prior to the Closing Date; (g) All cash reserves of Seller held by its existing lenders, including claimsincluding, refunds without limitation, capital expenditure, property tax and loss carryforwardsinsurance reserves; and (h) Legal names of Seller in order to finish cost reports, tax returns and other reporting requirements, but not to conduct business; (i) the computer software systems All of Seller’s interest in vehicles and other intellectual property assets specifically listed on Schedule 2.2(i3.2(i); (j) That certain cellular telephone titled in the name of Seller and utilized by ▇▇▇▇▇ ▇▇▇▇▇▇, an owner of Seller. Notwithstanding the foregoing, on or before the Closing Date, Buyer may request copies of those certain photographs and portraits set forth on Schedule 3.2(i) (the “Excluded Intellectual PropertyFamily Photo Copies”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned copies shall be prepared by Sellers, are not used in connection with Seller at Buyer’s cost and expense and provided to Buyer on or before the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresClosing Date.

Excluded Assets. Notwithstanding anything herein the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the contraryrights, properties or assets set forth or described in paragraphs (a) through (k) below (the following rights, properties and assets are not intended expressly excluded by this Section 2.2 or otherwise excluded by the parties to be a part terms of the sale and purchase contemplated hereunder and are excluded Section 2.1 from the Purchased Assets (being referred to herein as the “Excluded Assets”): ): (a) cash and any of Seller’s or its Affiliate’s receivables, cash, cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); bank deposits or similar cash items or employee receivables; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds any Proprietary Information of all Seller or any Affiliate other than the foregoing) and records relating thereto, except as set forth in Section 10.9; Assigned Intellectual Property or the Licensed Intellectual Property; (c) all organizational documentsany (i) confidential personnel records pertaining to any Business Employee, corporate or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and stock other books and records that relate to the Purchased Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) the information management systems of Sellers Seller or their Affiliatesany Affiliate of Seller other than those used or held exclusively for use in the operation or conduct of the Purchased Business (or also used in other businesses of Seller for which Buyer has its own express license to use; provided, however, that any such information management system is still an Excluded Asset for the purposes hereof) and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(a) and 2.1(b); (d) rights that accrue any claim, right or will accrue interest of Seller or any Affiliate of Seller in or to Sellers under this Agreement and any refund, rebate, abatement or other agreementsrecovery for Taxes, certificates and instruments relating to the transaction; together with any interest due thereon or penalty rebate arising therefrom, for any Excluded Taxes; (e) all rightssubject to Section 5.8, titleany rights to, and interest of Sellers and their Affiliates in and to or the name use of, the “HealthSouthNMS” or “NMS Corporation” trademarks;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; , the Nonassignable Licenses and the Excluded Leased Equipment, all of which are identified on Schedule 2.2(f); (g) any insurance policies or rights of proceeds thereof; (h) all rights except as specified in Section 2.1, any of Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to Taxes for periods ending on the assets, properties or operations of the Purchased Business arising out of transactions occurring prior to, and including, the Closing Date, including all amounts due from customers of Seller or Affiliates of Seller with respect to shipments made to such customers prior to the Closing, including claims, refunds and loss carryforwards; ; (i) any of the computer software systems and other intellectual property listed on Schedule 2.2(i) (assets of the “Excluded Intellectual Property”); Benefit Plans; (j) all accounts receivable generated in connection with the operations of the Facilities prior to ClosingPremises; and (k) all intercompany receivables other assets, properties, interests and payables and rights of Seller or any Affiliate not related to the Purchased Business (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with including the operation remainder of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresAccessGate Products Group).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, Acquisition Sub and Parent expressly understand and agree that the following assets are not intended by and properties of Seller (collectively the parties to "EXCLUDED ASSETS") shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): : (a) all cash, cash equivalents and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies all accounts and programsnotes receivable of Seller, all related premiums and refunds, employee benefit any refunds due to Seller including but not limited to refunds on prepaid expenses and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; insurance; (c) all organizational documents, corporate records and stock books of Sellers Seller's potential Tax refunds or their Affiliates; adjustments; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; Redwood City Lease; (e) except as listed on Schedule 2.01(a), all rightsoffice and laboratory equipment, titlefurniture, supplies and interest of Sellers computers that are not directly utilized with the Purchased Assets and their Affiliates in and to that are located at the name “HealthSouthRedwood City Facility;” (f) rights to settlement and retroactive adjustmentsany Contracts with any Business Employee, if anyincluding without limitation, for open cost reporting periods ending on any termination, employment, retention, change-in-control or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); severance Contract; (g) all rights and Claims in favor of Seller, books, records and other documentation with respect to Seller's arbitration and contractual dispute with Ortho-▇▇▇▇▇▇ Pharmaceutical, Inc./▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ concerning the Excluded Contracts; purchase of assets set forth in the November 17, 1999 Asset Purchase Agreement between Seller and Ortho-▇▇▇▇▇▇ Pharmaceutical, Inc. and related documents (the "▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ CLAIM"); (h) all rights relating with respect to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; Seller's arbitration with Sanofi; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); all financial records of Seller; (j) all accounts receivable generated in connection with the operations employee and personnel records of the Facilities prior to Closing; Seller; (k) all intercompany receivables and payables and Contracts of Seller other than the Assumed Contracts; (l) those assets specifically identified on Schedule 2.2(l)the minute books and stock transfer records of Seller, which Schedule includes and any other documents and legal files relating to the organization, maintenance and existence of Seller as a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilitiescorporation; and and (m) all HealthSouth policies and proceduresany insurance proceeds that have become Excluded Assets pursuant to Section 5.03.

Excluded Assets. Notwithstanding anything herein in Section 2.01(a) to the contrary, the Sellers are not selling, and the Buyer expressly understands and agrees that the Buyer is not buying, any assets and properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets are not intended and properties of the Sellers and their Affiliates, all of which shall be retained by the parties to be a part of the sale Sellers and purchase contemplated hereunder and are excluded from the Purchased Assets their Affiliates (the “Excluded Assets”): ): (ai) other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all cash, cash and cash equivalents, equivalents or marketable securities of the Sellers and their Affiliates on hand or held by any bank or other investments third Person and all rights to any bank accounts of the Sellers and their Affiliates; (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates ii) all accounts receivable of the Sellers and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans their Affiliates (including all assets such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and proceeds any loans and advances by the Sellers; (iii) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of all the foregoingtheir Affiliates; (iv) and records relating thereto, except as set forth in Section 10.92.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (v) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 2.01(a)(x), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which indemnification is sought by the Buyer pursuant to Article IX; (ix) any interest of any Seller under this Agreement, any Companion Agreement and any other agreement, document or instrument entered into in connection with the transactions contemplated by this Agreement; (x) all personnel and employment records for employees and former employees of the Sellers, including Business Employees, except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers; (cB) any books and records relating primarily to the Excluded Assets; (C) any books, records or other materials that the Sellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any such records, they may do so and in such case they will provide the Buyer with copies thereof; (xii) any and all organizational documentsrights under any bottling, corporate records manufacturing, distribution, sales or other related agreement for any TCCC brands and stock books any of the goodwill and other intangible rights or assets associated therewith; (xiii) any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates; , wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the Disclosure Schedule; (dxiv) rights that accrue or will accrue to Sellers under this Agreement and any other agreementsassets, certificates and instruments relating to the transaction; (e) all properties, rights, title, contracts and interest claims of the Sellers and or their Affiliates in and wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, or primarily used or primarily held for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated use in connection with the operations of Business; (xv) any Shared Contract, to the Facilities prior extent not assigned to Closing; the Buyer pursuant to a Partial Assignment and Release under Section 5.16; (kxvi) any Excluded Contract; (xvii) all intercompany receivables Retained Assets; and (xviii) the Manufacturing Rights (and payables any and (l) those all ownership or other proprietary interest in any goodwill and other intangible rights or assets specifically identified on Schedule 2.2(lrelating thereto or associated therewith), which Schedule includes a list of assets that are not owned governed by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresManufacturing Agreement.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing herein shall be deemed an agreement to sell, transfer, assign or convey any of the Excluded Assets to Buyer, and Seller shall retain all right, title and interest to, in and under, and all obligations with respect to the Excluded Assets. For all purposes of and under this Agreement, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the term “Excluded Assets”): ” shall consist of the following items, assets and properties (whether or not such assets are otherwise described in Section 2.1) as of the Closing: (a) cash the corporate minute books (including, without limitation, stock certificates and cash equivalentscorporate seal), marketable securities Tax records, work papers and other investments files, documents, instruments, papers, books, reports and records of Seller (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates electronic format) as they pertain solely to the Excluded Assets and/or ownership, organization, qualification to do business or existence of Seller; provided that Buyer will have the right to make copies of any portion of such retained files, documents, instruments, papers, books, reports and Rehabilitation Hospital records that relate solely to the Business or any of Nevada – Las Vegasthe Acquired Assets, Inc.’s partnership interest in Rehabilitation Hospital each instance, to the extent (i) the same are not subject to claims of Nevadaattorney-Las Vegasclient privilege, L.P.); and (ii) permitted by applicable Law; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds the rights of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers Seller under this Agreement and the Ancillary Agreements and all Cash and non-Cash consideration payable or deliverable to Seller under this Agreement; (c) Permits that are not transferable; (d) all shares of capital stock or other equity interests in Seller or any securities convertible into, exchangeable or exercisable for shares of capital stock or other agreements, certificates and instruments equity interests in Seller; (i) all rights under or arising out of insurance policies not relating to the transaction; Acquired Assets, (eii) all insurance proceeds received or to become due in connection with such rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth(iii) all business interruption insurance proceeds;” (f) all current and prior director and officer insurance policies of Seller and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to settlement assert claims with respect to any such insurance recoveries; (g) subject to Section 2.5, all Contracts that are not Assumed Contracts; (h) any causes of action, claims and retroactive adjustmentsdemands of whatever nature arising from or in connection with the Business and operation of the Acquired Assets, if anyin each case relating to any period, for open cost reporting periods ending or portion of any period, on or prior to the Closing Date Date; (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (hi) all rights relating to Taxes and claims of Seller for periods ending on or prior to any action under the ClosingBankruptcy Code, including claimsavoidance actions available to Seller under Sections 544 through 553 of the Bankruptcy Code, refunds and loss carryforwards; of whatever kind or nature against any insider (ias such term is defined in section 101(31) of the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”Bankruptcy Code); ; (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; Employee Benefit Plans and all trust funds and Contracts related thereto; (k) all intercompany receivables rights in or to assets leased or licensed by Seller (as lessee or licensee) except to the extent the liabilities and payables obligations under the associated lease or license are assumed by Seller and such lease or license is assigned to Buyer; (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used documents prepared in connection with this Agreement or the operation of transactions contemplated hereby or relating to the FacilitiesBankruptcy Case, but which assets are located at and other Documents not related to the Facilities; and Business or the Acquired Assets; (m) all HealthSouth policies rights or interests in and proceduresto any Tax refunds (other than as set forth in Section 2.1(k)), tax loss or other attribute of Seller; (n) the goodwill of Seller relating to the Business; and (o) those additional assets listed on Schedule 2.2.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following assets are Purchased Assets shall not intended by the parties to be a part include, and Buyer is not acquiring, any assets, properties, rights, interest, or claims of the sale and purchase contemplated hereunder and are excluded from any kind or description of Seller or its Affiliates other than the Purchased Assets (collectively, the “Excluded Assets”): ). Without limiting the generality of the foregoing, the Excluded Assets shall include, but not be limited to, the following: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans Contracts (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; “Excluded Contracts”); (c) all the corporate seals, organizational documents, corporate records and minute books, stock books, Tax Returns, books of Sellers account or their Affiliates; other records having to do with the corporate organization or tax matters of Seller that are not required to use, practice or operate the Purchased Assets; (d) all benefit plans and assets attributable thereto; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) deposits held by Seller in connection with any Excluded Contracts; (g) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing; (h) royalties, fees, income, payments, and other proceeds with respect to Intellectual Property that accrued prior to the Closing Date and any security, claim, remedy or other right related to any of the foregoing; (i) the rights which accrue or will accrue to Sellers Seller under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouthAncillary Documents;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with Licensed Intellectual Property (provided, that for the operations avoidance of doubt, none of the Facilities prior to Closing; Assigned Software constitutes Licensed Intellectual Property); (k) all intercompany receivables claims, cross claims, causes of action and payables and other rights of Seller arising under Sections 542 through 553 of the Bankruptcy Code existing at Closing; (l) those assets specifically identified on Schedule 2.2(l)all insurance, which Schedule includes a list of assets that are not owned by Sellersutility, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and tax deposits or refunds owing to Seller; (m) all HealthSouth insurance policies and proceduresinsurance agreements, including, without limitation, any directors and officers insurance policies; (n) all actions, causes of actions or claims of Seller arising under any legal theory against any former officers and directors of the Seller, including without limitation, the Chancery Court Action; and (o) books and records that do not relate to Purchased Assets. Buyer shall have the right, exercisable in Buyer’s sole discretion at any time prior to the Bankruptcy Court hearing to consider the Sale Order, to designate any of the Purchased Assets as Excluded Assets; provided, however, that designating Purchased Assets as Excluded Assets shall not affect the Purchase Price.

Excluded Assets. Notwithstanding anything herein to the contrary, the The following assets are not intended by the parties to be a part and properties of the sale Seller and purchase contemplated hereunder and are excluded from the Purchased Assets its Affiliates (the “Excluded Assets”): ) shall not be acquired by Buyer and are excluded from the Station Assets: (a) cash all of the Cash and cash equivalents, marketable securities and other investments (including Sellers’ Cash Equivalents of the Seller or any of its Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies all bank and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds other depository accounts of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Seller or any of its Affiliates; (c) insurance policies relating to the Station, and all organizational documentsclaims, corporate records and stock books credits, causes of Sellers Action or their Affiliates; rights, including rights to insurance proceeds, thereunder; (d) rights that accrue or will accrue all interest in and to Sellers under this Agreement and any other agreements, certificates and instruments refunds of Taxes relating to Pre-Closing Tax Periods or the transaction; other Excluded Assets; (e) all rights, title, and interest any cause of Sellers and their Affiliates in and action or claim relating to any event or occurrence prior to the name “HealthSouthEffective Time (other than as specified in Schedule 2.02(e));” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Excluded Contracts; Seller and its Affiliates; (h) all rights (i) books, records, files and papers, whether in hard copy or computer format, relating to Taxes for periods ending on the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the Seller or any of its Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the Closing“Excluded Contracts”); (l) other than as specifically set forth in Article VIII, including claimsany Employee Plan and any assets of any Employee Plan sponsored by the Seller or any of its Affiliates; (m) all Tax records, refunds other than real and loss carryforwards; personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of the Seller’s rights, title and interest in and to (i) the computer software systems Seller’s name, service names and other intellectual property listed on Schedule 2.2(i) trade names (including, without limitation, the name[s] [“Excluded Intellectual PropertyMedia General” or “LIN Media”/ “▇▇▇▇▇▇▇▇ Broadcast Group”]); , (jii) all accounts receivable generated in connection with the operations URLs and internet domain names consisting of or containing any of the Facilities prior to Closingforegoing; and (kiii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; (p) all intercompany receivables real and payables personal, tangible and (l) those intangible assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets the Seller and its Affiliates that are not owned by Sellers, are not used in connection with the operation of the Facilities, Station but which assets are neither located at nor used primarily with respect to the Facilities; Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (mr) all HealthSouth policies capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and proceduresall other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of the Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary herein, the following assets Buyer shall not purchase from Seller any assets, properties and rights that are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from included among the Purchased Assets (collectively, the “Excluded Assets”): ), listed on Seller’s Disclosure Schedule 1.2 and including, without limitation: (a) any of the business of Seller that is not included in the Business; (b) any cash and cash equivalents, marketable securities and equivalents other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth than deposits described in Section 10.91.1(e), including checks received pending collection as of the close of business on the Closing Date, notes, bank deposits, certificates of deposit and marketable securities; 7148758.4 (c) all organizational documents, corporate records any receivables arising from the operation of the Business and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to services performed in connection with the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or Business prior to the Closing Date (whether open or closednot billed or invoiced prior to the Closing Date). (d) arising from any deposits and cash collateral relating to Seller’s worker’s compensation insurance programs; (e) any contracts and agreements, whether written or against oral, other than the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Assumed Contracts; (h) all rights relating provided, however, that in the event that the required Consents related to Taxes for periods ending the Assumed Contracts are not obtained on or prior to the ClosingClosing Date, then the Assumed Contract for which such consent has not been obtained prior to the Closing Date shall be deemed an Excluded Asset hereunder; (f) any interests in any real estate including any leases, except for the Lease; (g) any claims, refunds deposits, prepayments, prepaid expenses, refunds, rebates, credits, causes of action, rights of recovery, rights of setoff and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations rights of recoupment relating to or arising out of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the ownership or operation of the FacilitiesBusiness or any of the Purchased Assets prior to the Closing; (h) any minute books, but which assets are located at the Facilitiescorporate seals, stock record books and stock transfer records of Seller; and (m) all HealthSouth policies and procedures.and

Excluded Assets. Notwithstanding anything herein Section 2.1, all of the Sellers' and their Subsidiaries' right, title and interest at the Closing in and to the contraryfollowing properties, the following assets are not intended by the parties to and rights shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets and shall not be included in the definition thereof (collectively, the “"Excluded Assets”): "): (a) cash and cash equivalents, marketable securities and other investments all Contracts set forth on Schedule 2.2(a) (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.the "Excluded Contracts"); ; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all any assets and proceeds associated claims arising out of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Excluded Liabilities and/or Excluded Contracts; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; the Post-Closing Claims; (d) rights that accrue all refunds or will accrue credits of Taxes due to Sellers under this Agreement FWENC and any other agreements, certificates and instruments relating its Subsidiaries by reason of their ownership of the Purchased Assets or operation of the Business to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and extent attributable to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods any time or period ending on at or prior to the Closing Date Date; (whether open or closede) arising from or against the U.S. Government under the terms all cash, cash equivalents (including restricted cash) and other short term investments of the Medicare program Sellers and their Subsidiaries; (f) any claims, counterclaims, offsets, defenses or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); causes of action arising prior to the Closing Date, other than to the extent relating to, or arising from, the Purchased Assets or Assumed Liabilities; (g) all assets owned or held under any Employee Benefit Plans including assets held in trust or insurance Contracts for the Excluded Contracts; benefit of any Employee Benefit Plan participants or beneficiaries; (h) all right, title and interest in and to all properties, assets and rights relating of each of the Sellers and their Subsidiaries that are not being transferred pursuant to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; Section 2.1; (i) all correspondence and documents, including the computer software systems and other intellectual property listed on Schedule 2.2(i) (confidentiality agreements entered into by FWENC or any of its Affiliates, in connection with the “Excluded Intellectual Property”); sale of the Business; (j) all accounts receivable generated in connection with the operations of the Facilities prior loans and other advances owing by each Non-Transferred Employee to Closingeach Seller; and (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation capital stock of the Facilities, but which assets are located at Subsidiaries of each Seller (other than the Facilities; outstanding membership interests of Hanford LLC and (m) all HealthSouth policies the capital stock of FWENC Massachusetts and proceduresFWENC Ohio).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained herein, any and all of Seller’s right, title and interest in and to the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ) shall be specifically excluded from, and shall not constitute, the Purchased Assets: (a) cash Any and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); all assets related to the Seller Benefit Plans; (b) Any and all loans and advances, if any, by the Seller to any of its Affiliates; (c) Any and all Intellectual Property, other than the Business Intellectual Property and the Transferred Names, Copyrights and Trademarks included in the Purchased Assets; (d) Any and all Contracts other than the Assigned Contracts; (e) Except for the Leased Real Property, all owned and leased real property and other interests in real property; (f) Any and all refunds or credits of or against Excluded Taxes; (g) Tax Returns and other books and records related to Taxes paid or payable by Seller or any of its Affiliates; (h) Any and all Cash Amounts; (i) Any and all insurance policies and programs, all related premiums binders and refunds, employee benefit interests in insurance pools and pension plans (including all assets programs and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers self-insurance arrangements whether or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments not relating to the transactionBusiness, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (j) Any and all non-transferrable Business Permits; and (ek) Any and all rightsother assets of Seller not specifically included in the Purchased Assets. The Parties acknowledge and agree that neither Purchaser nor any of its Subsidiaries will acquire or be permitted to retain any direct or indirect right, title, title and interest in any Excluded Assets. For the avoidance of Sellers doubt, no right, title and their Affiliates interest in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated Property described in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that this Section 2.5 are not owned being acquired by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresPurchaser.

Excluded Assets. Notwithstanding anything herein contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer is not purchasing, any assets other than the Transferred Assets, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets are not intended of the Seller, all of which shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller (collectively, the “Excluded Assets”): ): (a) all of the Seller’s cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) all real property listed in Schedule 2.2(b) of the Disclosure Schedules, together in each case with the Seller’s right, title and interest in and to all structures, facilities or improvements currently or as of the Closing Date located thereon and all easements, licenses, rights and appurtenances relating to the foregoing (the “Excluded Real Property”); (c) the Seller’s corporate books and records of internal corporate proceedings, Tax records, work papers and books and records that the Seller is required by Law to retain; (d) all of the Seller’s bank accounts; (e) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller that are not Transferred Assets; (f) any interest in or right to any refund or credit of Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities and any Tax assets related to real property or personal property, in each case with respect to any period prior to the Closing or for which the Seller is liable hereunder, including the Owned Real Property Tax Credits; provided, that, for the avoidance of doubt, the Buyer shall have no obligation to pursue or guarantee the recovery of any such refund or credit (including any Owned Real Property Tax Credits) by Seller or the success of any appeal or procedure relating thereto; (g) any insurance policies and programsrights, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds claims or causes of all the foregoing) and records relating theretoaction thereunder, except for any insurance proceeds received by the Seller or any of its Affiliates in respect of any Transferred Asset to replace or repair such Transferred Asset to the extent such proceeds relate to any event or circumstance that occurs between the date of this Agreement and the Closing; (h) except as set forth specifically provided in Section 10.9; 5.6, any Employee Plan and any assets relating to any Employee Plan, including, in each case, the A. H. Belo Pension Plan II and any other pension plan; (ci) all organizational documentsrights, corporate records claims and stock books causes of Sellers action relating to any Excluded Asset or their Affiliatesany Excluded Liability; (j) (i) the assets of the Seller listed on Schedule 2.2(j), (ii) all equity interests and assets of Providence Holdings and (iii) all assets, properties and rights (wherever located), whether tangible or intangible, used or held for use exclusively in the business of selling any Classified Ventures products (the “Classified Ventures Business”) or Wanderful Media products (the “Wanderful Media Business”); (k) all Intellectual Property not owned or held by the Seller and all technology assets, agreements, contracts and licenses not used or held for use in the Business; (l) all CBAs; and (dm) all rights that accrue or will accrue to Sellers of the Seller under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresAncillary Agreements.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following assets are Assets shall not intended by the parties to be a part of the sale include, and purchase contemplated hereunder there is excepted, reserved and are excluded from the Purchased Assets sale contemplated hereby (collectively, the “Excluded Assets”): (a) cash to the extent received by Seller or Buyer within 90 days after Closing, all credits and cash equivalentsrefunds (other than those relating to Taxes, marketable securities which are governed by Subsection (b) below) and other investments all accounts, instruments and general intangibles (including Sellers’ Affiliates’ partnership interest as such terms are defined in Houston Rehabilitation Associates and Rehabilitation Hospital the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.)time prior to the Effective Time; (b) insurance policies and programsto the extent received by Seller or Buyer within 90 days after Closing, all related premiums claims of Seller for refunds of or loss carry forwards with respect to (i) income or franchise Taxes imposed on Seller, or (ii) any Taxes attributable to the other Excluded Assets, and such other refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating rights thereto, except as set forth for amounts paid in Section 10.9connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement, but excluding for the avoidance of doubt, any refunds of Asset Taxes; (c) to the extent received by Seller or Buyer within 90 days after Closing, all organizational documentsproceeds, corporate records income or revenues (and stock books of Sellers any security or their Affiliatesother deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (d) rights that accrue or will accrue to Sellers under this Agreement all of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks and any other agreements, certificates and instruments relating to the transactionlogos; (e) all rights, title, of Seller’s rights and interest interests in geological and geophysical data which cannot be transferred without the consent of Sellers and their Affiliates in and (provided that Seller shall use commercially reasonable efforts to the name “HealthSouth;” obtain such consent) or payment to any Third Party; (f) rights data and other information that cannot be disclosed or assigned to settlement and retroactive adjustments, if any, for open cost reporting periods ending on Buyer as a result of confidentiality or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government similar arrangements under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”)agreements with Persons unaffiliated with Seller; (g) to the extent received by Seller or Buyer within 90 days after Closing, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the other Excluded ContractsAssets; (h) all rights relating to Taxes for periods ending on or prior to the Closingcorporate, including claims, refunds partnership and loss carryforwardsincome Tax records of Seller; (i) the computer software systems vehicles, office equipment and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”)supplies; and (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified items described on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures1.03.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are not intended by the parties to Company shall retain all of its right, title and interest in and to, and there shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased sale, conveyance, assignment or transfer to Buyer hereunder, and the Acquired Assets shall not include, solely the following assets and properties (such retained assets and properties being the “Excluded Assets”): ): (ai) all cash and cash equivalentsequivalents of the Company on hand and/or in banks, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities securities, asset or money market accounts and other investments all such similar accounts or investments; (including Sellers’ Affiliates’ partnership interest ii) all refunds of Taxes (as defined in Houston Rehabilitation Associates Section 3.18 hereof) to the extent that the Taxes being refunded were an Excluded Liability; (iii) all Tax Returns (as defined in Section 3.18 hereof) of the Company; (iv) all rights of the Company under this Agreement and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); any Ancillary Agreement; (bv) Big Mon Casualty and Indemnity LTD captive insurance policies and programs, all related premiums and refunds, employee benefit and pension plans policy; (including all assets and proceeds of all the foregoingvi) and records relating thereto, except as set forth in Section 10.9; 5.5(c), all pension and profit sharing plans maintained by the Company and the assets thereof, and all other employee benefit plans and arrangements of the Company and the assets thereof; (cvii) all organizational documents, corporate records tangible and stock books intangible personal property of Sellers the Company disposed of or their Affiliates; consumed in the ordinary course of business since the Balance Sheet Date; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (eviii) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on Contracts that have terminated or expired prior to the Closing Date (whether open or closed) arising from or against in the U.S. Government under ordinary course of business consistent with the terms past practices of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Company; (“Agency Receivables”); (gix) the Excluded Contracts; Company’s corporate seal, minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of the Company and duplicate copies of such records as are necessary to enable the Company to file its tax returns and reports as well as any other original records or materials relating to the Company generally and not involving or relating to the Acquired Assets or the operation or operations of the Company; (hx) contracts of insurance, and all insurance proceeds or claims thereunder except as provided in Section 1.1(a)(xi) and (xii); (xi) all rights of the Company’s claims, choses in action, causes of action and judgments relating to Taxes for periods ending on or the Acquired Assets arising prior to the Closing, including claims, refunds and loss carryforwards; Closing Date to the extent not specifically identified as an Acquired Asset in Section 1.1(a); (ixii) the computer software systems and other intellectual property listed equity interests in the GM Subsidiary; and (xiii) the items set forth on Schedule 2.2(i1.1(b) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedureshereof.

Excluded Assets. Notwithstanding anything herein any provision in this Agreement or any other writing to the contrary, Seller and its Affiliates will retain and will not transfer or assign, and Buyer will not purchase, acquire or assume from Seller or any of its Affiliates, any of the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets assets, properties or rights (collectively, the “Excluded Assets”): ), and Buyer shall acquire no right, title or interest in any Excluded Assets under this Agreement or as a result of the transactions contemplated hereby; provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary: (a) cash Closing Cash to the extent that it is not held in bank accounts dedicated to the Business and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest not included in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the Closing Cash Amount; (b) insurance policies and programsall intercompany receivables of the Business payable by Seller or an Affiliate of Seller, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; other than Assumed Intercompany Receivables; (c) all organizational documents, any corporate books and records of Seller and stock books of Sellers or their Affiliates; its Affiliates (other than the Subsidiary); (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed Contracts set forth on Schedule 2.2(i2.02(d) (the “Excluded Contracts”); (e) any current and prior insurance policies of Seller and its Affiliates and any rights of any nature with respect thereto; (f) the assets of any Benefit Plan other than the Assumed Plans (such Benefit Plans are collectively, the “Excluded Plans”); (g) (i) the “Tyco”, “Tyco Electronics” and “M/A-COM” names, marks and logos, and any other item set forth on Schedule 2.02(g) (including all goodwill associated therewith) and (ii) except for the Transferred Intellectual Property, any Intellectual Property Rights of Seller or any of its Affiliates; (h) all loans and other advances owing to Seller or any of its Affiliates by each Business Employee who does not become a Transferred Employee; (i) the Tax records of Seller and any of its Affiliates (other than the Subsidiary); (j) the original personnel and employment records relating to Transferred Employees to the extent Applicable Law does not require that Buyer receive such original records; (k) any rights, claims, causes of action or rights of set off arising out of the Excluded Liabilities; (l) any refunds or credits of Taxes due to Seller or its Affiliates pursuant to Section 8.07; (m) any Purchased Assets sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (n) all rights of Seller or any of its Affiliates owed by Cobham Defense Electronic Systems Corporation and Cobham plc pursuant to the Stock and Asset Purchase Agreement by and among Seller, Cobham Defense Electronic Systems Corporation and Cobham plc dated as of May 12, 2008, as amended (the “Cobham Agreement”); (o) subject to Section 11.07, all rights of Seller or its Affiliates owed by Com-Net Critical Communications, Inc. and the former shareholders of Com-Net Critical Communications, Inc. pursuant to the Stock Purchase Agreement by and among Tyco Acquisition Corp. XVIII (now known as M/A-COM Tech. Holdings, Inc.), Com-Net Critical Communications, Inc. and the shareholders of Com-Net Critical Communications, Inc. dated as of March 30, 2001, as amended (the “Com-Net Agreement”); provided that the properties and assets transferred, directly or indirectly, to Seller or its Affiliates under such agreement will not be Excluded Assets; and (jp) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those any other assets specifically identified set forth on Schedule 2.2(l2.02(p), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following properties, assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets rights (the “Excluded Assets”): ) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (ai) except for Register Cash, all cash and cash equivalentsequivalents of Seller; (ii) all of Seller’s interest in assets, marketable securities properties, rights, titles and interests which are not used in, useful for or otherwise associated with the Business, including assets, properties, rights, titles and interests of Seller’s businesses other than Designs and all inventory and other investments assets of Seller located at the retail locations set forth on the attached Excluded Designs Leased Property Schedule and all inventory of finished goods and supplies located at the Warehouse and specifically designated on the attached Excluded Assets Schedule for shipment to such retail locations or in transit to or from such retail locations; (including Sellers’ iii) all accounts receivable owed to Seller or Seller’s Affiliates’ partnership interest ; (iv) all stock and other ownership interests in Houston Rehabilitation Associates Seller; (v) Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and Rehabilitation Hospital other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating solely to the organization, maintenance and existence of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller as a corporation (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds provided that Buyer shall be entitled to receive a copy of all such documentation as of the foregoingClosing); (vi) claims for and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments receive Tax refunds relating to the transaction; Business with respect to taxable periods (eor portions thereof) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE Date, and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights Tax Returns relating to Taxes for the Business with respect to taxable periods (or portions thereof) ending on or prior to the ClosingClosing Date, including claimsand any notes, refunds and loss carryforwardsworksheets, files or documents relating thereto; and (ivii) the computer software systems Purchase Price and all other intellectual property listed on Schedule 2.2(i) (rights of Seller under or pursuant to this Agreement and the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior Schedules attached hereto and any other agreements entered into by Seller pursuant to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresthis Agreement.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are not intended by the parties to be a part The Excluded Assets shall consist of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): following: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest The Excluded Real Property described in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.Schedule 2.2(a); ; (b) insurance policies In each case determined as of 11:59 p.m. on the day prior to the Closing Date, Seller's cash on hand as of the Closing Date and programsall other cash in any of Seller's bank or savings accounts; notes receivable, all related premiums letters of credit or other similar items of Seller; any stocks, bonds, certificates of deposit and refunds, employee benefit similar investments of Seller; and pension plans any other cash equivalents of Seller; (including all assets and proceeds of all the foregoingc) Seller's books and records relating theretosolely to internal corporate, except as set forth in Section 10.9; (c) all organizational documents, corporate financial and tax matters and any other books and records and stock books not related to any Station or the business or operations of Sellers or their Affiliates; any Station; (d) Any claims, rights that accrue and interest of Seller in and to any (i) refunds of Taxes or will accrue to Sellers under this Agreement and fees of any other agreementsnature whatsoever or (ii) deposits or utility deposits, certificates and instruments relating which, in each case, relate solely to the transaction; period prior to the Closing Date; (e) all rightsAll insurance contracts, titleincluding the cash surrender value thereof, and interest of Sellers and their Affiliates in and all insurance proceeds or claims made by Seller relating to property or equipment repaired, replaced or restored by Seller prior to the name “HealthSouthClosing Date;” (f) rights to settlement All Employee Benefit Plans and retroactive adjustmentsall assets or funds held in trust, or otherwise, associated with or used in connection with the Employee Benefit Plans; (g) All Choses in Action, if any, for open cost reporting periods ending on of Seller excluded from Section 2.1(k); (h) All tangible and intangible personal property disposed of or consumed in the ordinary course of business between the date of this Agreement and the Closing Date, or as otherwise permitted under the terms hereof; (i) Any collective bargaining agreement, any other Contract not included in the Assumed Contracts, and all Contracts that have terminated or expired prior to the Closing Date (whether open or closed) arising from or against in the U.S. Government under the terms ordinary course of the Medicare program or TRICARE business and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”)as permitted hereunder; (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); and (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables The personal effects and payables and (l) those assets specifically other personal property identified on Schedule 2.2(l2.2(j), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer is not purchasing, any of the following assets of the Seller (except to the extent that such assets are not intended assets directly owned by EMS Brazil), all of which shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller (collectively, the “Excluded Assets”): ): (a) all of the Seller’s cash and cash equivalentsequivalents as of 11:59 p.m. Atlanta, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Georgia time on the day immediately prior to the Closing Date; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) Seller’s corporate books and records relating theretoof internal corporate proceedings, except as set forth in Section 10.9; Tax Returns, taxpayer and other identification numbers; (c) all organizational documents, corporate records rights in the following names and stock books of Sellers marks and any variation or their Affiliates; derivation thereof: “EMS,” “EMS Technologies” and “EMS Wireless”; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to all of the transaction; Seller’s bank accounts; (e) all rights, title(i) accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller that are not Transferred Assets, and interest of Sellers (ii) work papers and their Affiliates in books and records relating to the name “HealthSouthBusiness that the Seller is required by Law to retain; provided, however, that the Seller shall provide copies of such accounting records, internal reports, work papers and books and records to the extent that they would reasonably be expected to relate primarily to the operation and conduct of the Business following the Closing;” (f) rights any interest in or right to settlement and retroactive adjustmentsany refund of any Taxes for which the Seller is liable pursuant to this Agreement, if any, for open cost reporting periods ending on or prior except to the Closing Date (whether open or closed) arising from or against extent such refund is treated as a current asset in the U.S. Government under the terms calculation of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Final Working Capital; (g) the Excluded Contracts; any insurance policies and rights, claims or causes of action thereunder; (h) all rights except as specifically provided in Section 5.6, any assets relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; any Employee Plan; (i) all rights, claims and causes of action to the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “extent relating to any Excluded Intellectual Property”); Asset or any Excluded Liability; (j) all accounts receivable generated in connection with the operations assets of the Facilities prior to ClosingSeller listed in Exhibit G; and (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation rights of the Facilities, but which assets are located at Seller under the Facilities; and (m) all HealthSouth policies and proceduresTransaction Documents.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are Acquired Assets shall not intended by the parties to be a part include any of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets following (collectively, the “Excluded Assets”): ): (a) each Seller’s rights under this Agreement and the other Transaction Documents (including the right to receive the Purchase Price delivered to Sellers pursuant to this Agreement); (b) all Accounts Receivable and cash and cash equivalents, marketable including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits, securities, securities entitlements, instruments and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates of Sellers and Rehabilitation Hospital all bank accounts and securities accounts, to the extent any of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; foregoing are not ▇▇▇▇▇ Cash; (c) all organizational documentsDocuments prepared in connection with this Agreement or the transactions contemplated hereby or primarily relating to the Bankruptcy Cases, all minute books, corporate records (such as stock registers) and stock books organizational documents of Sellers and the Retained Subsidiaries, Tax Returns and other Tax work papers (provided that Sellers shall provide Buyer with reasonable access thereto and copies thereof (at Buyer’s cost in the case of copies) to the extent related to the Business, the Acquired Stores, the Acquired Assets or their Affiliates; the Transferred Employees), and all other Documents not related to the Business, the Acquired Stores, the Acquired Assets or the Transferred Employees; (d) rights any Contract that accrue or will accrue to Sellers under this Agreement and any other agreementsis not an Assigned Agreement, certificates and instruments relating to including the transaction; Contracts listed on Schedule 2.2(d), which Schedule may be modified in accordance with Section 7.5; (e) all rightsany Tax refunds, title, and interest rebates or credits of Sellers and their Affiliates in and other than refunds of any Property Taxes that are received by or credited to Buyer after the name “HealthSouthClosing Date with respect to any post-Closing period or that were paid by Buyer;” (f) rights to settlement all Claims and retroactive adjustmentsProceedings of Sellers other than Claims described in Section 2.1(m), if anyincluding, for open cost reporting periods ending on the avoidance of doubt, commercial class action claims that do not affect the continued operation of the Business; (g) all funding vehicles and assets of all Employee Benefit Plans; (h) any security deposits or pre-paid expenses (other than the Prepaid Expenses) paid prior to the Closing Date and not associated with the Acquired Assets; (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (hi) all rights relating to Taxes for periods ending on or prior to the Closinginsurance policies and binders, including all claims, refunds and loss carryforwards; credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights to proceeds thereof (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”than as described in Section 2.1(p); ); (j) all accounts receivable generated the Financed Equipment and any Inventory or Equipment not described in connection with the operations of the Facilities prior to Closing; Sections 2.1(c), 2.1(d) or 2.1(r); (k) all intercompany receivables and payables and Vendor Displays, solely to the extent not assignable; (l) those assets specifically identified on Schedule 2.2(l)all Merchandise, which Schedule includes Proceeds, Additional Agent Merchandise, Additional Agent Merchandise Proceeds, Distribution Center Merchandise, In-Transit Merchandise, Owned FF&E (in each case, as defined in the Liquidation Agreement) and proceeds of any of the foregoing; excluding, for the avoidance of doubt, any Owned FF&E that is (i) not located at a list of assets that are not owned by Sellers, are not Store and (ii) used in connection with the operation of online and telephonic customer support services, IT support services and related functions supporting the Facilities, but which assets are located at the FacilitiesBusiness or otherwise constituting IT Assets; and and (m) all HealthSouth policies assets, properties, rights, interests, and proceduresclaims of every kind and description of any Sellers which (A) are not Acquired Assets, (B) are neither used nor held for use in the Business, or (C) are described on Schedule 2.2(m).

Excluded Assets. Notwithstanding anything herein to the contraryThe following assets and properties of WTGS TV, the following assets are Seller and their respective Affiliates (whether or not intended by included in the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Option Assets) (the “Excluded Assets”): ) shall not be acquired by Buyer and are excluded from the Station Assets: (a) cash all of the Cash and cash equivalentsCash Equivalents of WTGS TV, marketable securities and other investments (including Sellers’ the LIN Companies, the Seller or any of their Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies all bank and programsother depository accounts of WTGS TV, all related premiums and refundsthe Seller, employee benefit and pension plans (including all assets and proceeds the LIN Companies or any of all the foregoing) and records relating thereto, except as set forth in Section 10.9; their Affiliates; (c) insurance policies relating to the Station, and all organizational documentsclaims, corporate records and stock books credits, causes of Sellers Action or their Affiliates; rights, including rights to insurance proceeds, thereunder; (d) rights that accrue or will accrue all interest in and to Sellers under this Agreement and any other agreements, certificates and instruments refunds of Taxes relating to Pre-Closing Tax Periods or the transaction; other Excluded Assets; (e) all rights, title, and interest any cause of Sellers and their Affiliates in and action or claim relating to any event or occurrence prior to the name “HealthSouthEffective Time (other than as specified in Schedule 2.02(e));” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of WTGS TV and its Affiliates and the Excluded Contracts; Seller and its Affiliates; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) books, records, files and papers, whether in hard copy or computer format, relating to the computer software systems preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of WTGS TV, the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”); (l) other intellectual than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by WTGS TV the Seller, the LIN Companies or any of their Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.2(i2.02(n); (o) all of WTGS TV’s or the Seller’s, as applicable, rights, title and interest in and to (i) WTGS TV’s or the Seller’s name, service names and trade names (including, without limitation, the names “Excluded Intellectual Property▇▇▇▇▇▇▇”, “Media General” or “LIN Media”); , (jii) all accounts receivable generated in connection with the operations URLs and internet domain names consisting of or containing any of the Facilities prior to Closingforegoing; and (kiii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and (p) all intercompany receivables real and payables personal, tangible and (l) those intangible assets specifically identified on Schedule 2.2(l)of WTGS TV, which Schedule includes a list of assets the Seller, the LIN Companies and their Affiliates that are not owned by Sellers, are not used in connection with the operation of the Facilities, Station but which assets are neither located at nor used primarily with respect to the Facilities; Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (mr) all HealthSouth policies capital stock or other equity securities of WTGS TV and proceduresits Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of WTGS TV, the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of WJCL Savannah, Georgia.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, the following Acquired Assets are the only properties, rights and assets are not intended by transferred to, or otherwise acquired by, Purchaser under this Agreement. Without limiting the parties to be a part generality of the sale foregoing, the Acquired Assets do not include (i) any right, title, or interest of any Person other than Seller in any property or asset or (ii) the properties and purchase contemplated hereunder assets of Seller listed or described below in this Section 2.2 (all properties and assets not being acquired by Purchaser are excluded from the Purchased Assets (herein collectively referred to as the “Excluded Assets”): ): (a) cash and cash equivalents, marketable securities and other investments the Purchase Price (including Sellers’ Affiliates’ partnership interest excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.accordance with Section 8.4); ; (b) all of Seller’s rights and obligations under Contracts that are not Assigned Contracts, including any Contracts set forth on Schedule 2.2(b); (c) all of Seller’s rights and interests under any Permits that are not Acquired Assets; (d) any assets and associated Claims or rights arising out of the Excluded Liabilities, including rights relating to prepaid expenses, refunds or adjustments (except to the extent described in Section 2.1(m); (e) all rights of Seller arising under this Agreement and the Ancillary Agreements; (f) all (i) Avoidance Actions and (ii) rights, Claims or causes of action of Seller against individuals who were officers or directors of Seller prior to the Closing Date; (g) all good faith or other bid deposits submitted by any third party; (h) any and all privileges of Seller with any of its professionals including attorneys, accountants, and other advisors, whether related to attorney-client privilege, attorney work product, or otherwise; (i) all company Tax Returns or Tax records (other than those described in Section 2.1(l)), seals, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence, or capitalization of Seller, as well as any other records or materials that relate exclusively to any other Excluded Asset or Excluded Liability (the “Excluded Corporate Records”); provided that, Seller shall provide Purchaser with reasonable access to, and copies of, any Excluded Corporate Records; (j) all rights and benefits under director and officer Insurance Policies; (k) the stock and other equity interests or securities, including promissory notes, issued by each Subsidiary of Seller listed on Schedule 2.1(k); (l) all security and utility deposits, other deposits, credits, allowance, prepaid assets, or charges, rebates, setoffs, prepaid expenses, prepaid professional expenses, and other prepaid items; and any restricted cash Seller is required to maintain in connection with Seller’s insurance programs or policies that represent prepayments and similar items; (m) all Cash and Cash Equivalents, including any cash tendered as part of the Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 8.4); (n) all bank accounts and lock boxes of Seller; (o) the stock and any other equity interests or securities in BIND Biosciences Security Corporation and BIND (RUS), LLC; (p) all value-added tax reimbursements (“VAT Reimbursements”); (q) all reimbursement receivables from Pfizer Inc. and AstraZeneca plc (“Reimbursement Receivables”); (r) the Seller Plans, and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with the Seller Plans and any applicable insurance policies related thereto; (s) all of Seller’s rights and programsinterests in and to the assets listed on Schedule 2.2; (t) Seller’s rights and benefits under any Insurance Policies, including, without limitation, (i) all proceeds from Insurance Policies, and (ii) all claims, demands, proceedings and causes of action asserted by Seller under any Insurance Policies related premiums to an event occurring prior to Closing and refunds(iii) any letters of credit related thereto; (u) all promotional allowances and vendor rebates and similar items; and (v) all rights, employee benefit and pension plans Claims or causes of action of Seller against other parties arising out of events occurring prior to the Closing (including all assets and proceeds including, for the avoidance of all doubt, rights, Claims or causes of action arising out of events occurring prior to the foregoingPetition Date) and records relating thereto, except as other than those Acquired Assets set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”2.1(x); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to Other than the contraryPurchased Assets, the following assets are Buyer expressly understands and agrees that it is not intended by the parties to purchasing or acquiring, and Seller is not selling, assigning transferring or conveying, any other assets, properties or rights of Seller or any of its Affiliates, and all such other assets, properties and rights shall be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ). The Excluded Assets include, without limitation, the following assets and properties of Seller: (a) [reserved]; (b) all cash and cash equivalents, marketable securities deposits, bank accounts, short-term investments, securities, equity interests and other investments (including Sellers’ capital stock held by Seller or its Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; ; (c) all organizational documentsaccounts receivable of Seller or its Affiliates, corporate records and stock books of Sellers or their Affiliates; except to the extent that such receivable is related solely to a Purchased Asset; (d) any agreement, Contract, obligation or other undertaking of Seller or any of its Affiliates other than the Assigned Contracts, including any Contract related to the Excluded Businesses and the Contracts listed on Schedule 2.02(d) (each, an “Excluded Contract”); (e) all of Seller’s investor, repurchase, warehouse and similar liquidity and financing agreements or arrangements and any agreements or arrangements related to the Pipeline Loans, including interest rate locks and related ▇▇▇▇▇▇; (f) Seller’s Intellectual Property other than the Purchased IP; (g) the corporate seals, Organizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, and all employee-related or employee benefit-related files or records; (h) all rights that of Seller to Tax refunds, rebates and similar repayments of Taxes, in each case with respect to any Tax period ending on or before the Closing Date; (i) all insurance policies of Seller and its Affiliates and all rights to applicable claims and proceeds thereunder; (j) all Seller Benefit Plans and trusts or other assets attributable thereto; (k) except as otherwise provided in Section 2.01(i), all rights to any Action available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (l) the rights which accrue or will accrue to Sellers Seller under this Agreement and the Transaction Documents; (m) any other agreementsasset, certificates and instruments property or right of Seller relating to the transaction; Excluded Businesses; (en) all rights, title, and interest any contracts or instruments of Sellers and their Affiliates in and Seller related to the name “HealthSouth;” (f) rights hedging risk related to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closingloan, including claimsthe Pipeline Loans; and (o) for the avoidance of doubt, refunds and loss carryforwards; (i) the computer software systems and other intellectual any asset, property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations or right of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list any Affiliate of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSeller.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”): ): (a) Any cash and or cash equivalents, equivalents (including any marketable securities or certificates of deposit), of Seller or Tribune or any of their respective Subsidiaries, as applicable, other than ▇▇▇▇▇ cash held at the Stations and other investments deposits under Contracts included in the Purchased Assets (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.solely to the extent transferable); ; (b) insurance policies All bank and programsother depository accounts of Seller, all related premiums and refundsTribune or any of their respective Subsidiaries, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; applicable; (c) all organizational documentsAll Tangible Personal Property of Seller, corporate records Tribune or any of their respective Subsidiaries, as applicable, sold, transferred, retired or otherwise disposed of between the date of this Agreement and stock books the Closing not as a result of Sellers or their Affiliates; a violation of Section 5.1; (d) rights All Station Agreements that accrue are terminated or will accrue to Sellers under this Agreement expire (and are not renewed or extended by Seller, Tribune or any other agreementsof their respective Subsidiaries, certificates and instruments relating as applicable,) prior to the transaction; Closing not as a result of a violation of Section 5.1; (e) all rightsAll claims, titlerights and interests of Seller or Tribune or any of their respective Subsidiaries, and interest of Sellers and their Affiliates as applicable, in and to any refunds of Taxes or fees of any nature whatsoever, including all items of loss, deduction or credit for Tax purposes, in each case, relating to (i) the name “HealthSouth;” Business, the Purchased Assets or the Assumed Liabilities for, or applicable to, periods (for portions thereof) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date, (ii) any Excluded Liability or (iii) any other Excluded Asset; (f) Any rights, claims or causes of action of Seller, Tribune or any of their respective Subsidiaries, as applicable, whether mature, contingent or otherwise against Third Parties relating to the assets, properties or operations of the Business prior to the Closing Date (whether open including all amounts payable to Seller, Tribune or closed) arising any of their respective Subsidiaries, as applicable, if any, from the United States Copyright Office or against such arbitration panels as may be appointed by the U.S. Government under United States Copyright Office that relate to the terms Business prior to the Closing that have not been paid as of the Medicare program Closing), but excluding any such rights, claims or TRICARE and against causes of action relating to any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Assumed Liability; (g) the Excluded Contracts; All bonds held, Contracts or policies of insurance and prepaid insurance with respect to such Contracts or policies; (h) all rights All minute books, stock transfer books, records relating to Taxes for periods ending formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns of Seller, Tribune or any of their respective Subsidiaries relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records Seller, Tribune or prior any of their respective Subsidiaries not exclusively relating to the Closing, including claims, refunds and loss carryforwards; Business; (i) the Any rights of Seller, Tribune or any of their respective Subsidiaries under any non-transferable shrink-wrapped or click-wrapped licenses of computer software systems and any other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); non-transferable licenses of computer software; (j) all accounts receivable generated All records prepared in connection with or relating to the operations sale or transfer of the Facilities prior Stations, including bids received from Third Parties and analyses relating to Closing; the Stations and the Purchased Assets; (k) all intercompany receivables and payables and The items designated in Section 2.2(k) of the Disclosure Schedule as “Excluded Assets”; (l) those The Retained Names and Marks; (m) All Intellectual Property of Seller, Tribune or any of their respective Subsidiaries, as applicable, (other than the Purchased Intellectual Property); (n) All real and personal, tangible and intangible assets specifically identified on Schedule 2.2(l)of Seller, which Schedule includes a list Tribune or any of assets their respective Subsidiaries, as applicable, that are not owned by Sellers, are not primarily used or held for use in connection with any respect in the operation of the FacilitiesOther Stations; (o) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (p) All capital stock or other equity securities of Seller, but which Tribune or any of their respective Subsidiaries, as applicable, and all other equity interests in any entity that are owned beneficially or of record by Seller, Tribune or any of their respective Subsidiaries; (q) Other than as set forth in Section 6.2, all of the benefit or compensation agreements, plans or arrangements sponsored or maintained by Seller, Tribune or any of their respective Subsidiaries (including, without limitation, all Employee Plans) and any assets of any such agreements, plans or arrangements; (r) Any intercompany receivables of the Business from Seller, Tribune or any of their respective Subsidiaries, as applicable; (s) Any rights of or payment due to Seller, Tribune or any of their respective Subsidiaries under or pursuant to this Agreement or the other agreements with Buyer or any of its Affiliates contemplated hereby; (t) Any rights of or payment due to Seller or Tribune under or pursuant to the Merger Agreement or the other agreements between Seller and Tribune and/or any of their respective Affiliates contemplated thereby; and (u) Any other assets of Seller or any Seller Party that are located at not primarily used in, or primarily related to, the Facilities; Business and (m) all HealthSouth policies and proceduresthat are not otherwise included as “Purchased Assets”.

Excluded Assets. Notwithstanding It is expressly understood and agreed that, notwithstanding anything herein to the contrarycontrary set forth herein, the Acquired Assets shall not include the Asset Sellers’ right, title or interest in or to any of the following (each, an “Excluded Asset”): (i) any assets are not intended (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those primarily used by the parties to be a part Asset Sellers in the conduct of, or otherwise primarily related to, the Business; (ii) the assets, properties or rights set forth on Schedule 1.1(c)(ii) attached hereto; (iii) the shares or other equity interests of any subsidiaries of either Asset Seller; (iv) the sale intercompany receivables from PKI Luxembourg held by PKI Germany and purchase contemplated hereunder and are excluded from the Purchased Assets PKI Netherlands; (the “Excluded Assets”): (av) all cash and cash equivalentsequivalents or similar type investments, marketable securities bank accounts, certificates of deposit, Treasury bills and other investments marketable securities; (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates vi) the contracts and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); agreements listed on Schedule 1.1(c)(vi) attached hereto; (bvii) all insurance policies and programsall rights of the Asset Sellers to insurance claims, all related premiums and refunds, employee benefit and pension plans (including all assets refunds and proceeds of all thereunder; (viii) the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that which accrue or will accrue to PKI, the Equity Interest Sellers or the Asset Sellers under this Agreement and any other agreements, certificates and instruments Agreement; (ix) all refunds of Taxes (as defined in Section 2.9(a)) relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date determined pursuant to Section 8.2; (whether open x) all Business Benefit Plans and all assets, including all insurance policies and contracts, relating to such Business Benefit Plans; (xi) all personnel and employment records, other than such personnel and employment records that relate to the New Buyer Employees (to the extent the same may be assigned or closed) arising from or against the U.S. Government under the terms transferred without violation of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”law); and (g) the Excluded Contracts; (hxii) all actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind arising before, on or after the Closing Date to the extent relating to Taxes for periods ending on the items set forth above in this Section 1.1(c) or prior to the Closing, including claims, refunds and loss carryforwards; any Excluded Liabilities (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”as defined in Section 1.1(e); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryprovisions of Section 1.1, the following properties, assets and rights (the "Excluded Assets") shall not be transferred to Purchaser and therefore are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): : (a) all cash and cash equivalents(whether positive or negative), marketable securities and other investments cash equivalents of Seller as of the Closing Date, inclusive of any unbooked accounts receivable represented by uncollected C.O.D. accounts outstanding as of the Closing Date (including Sellers’ Affiliates’ partnership interest collectively, the "Hold Tickets"), which Hold Tickets will be treated in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the manner contemplated by Section 3.12 hereof; (b) insurance policies and programsall rights under contracts relating to the NPAC Business (and, all accordingly, the term "Covered Accounts" shall not include any accounts of Seller to the extent related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all to the foregoing) and records relating thereto, except as set forth in Section 10.9; NPAC Business); (c) all organizational documentstrademarks, corporate records service marks, trade names, service names, logos and stock books other like proprietary rights of Sellers Seller or their any Affiliates; , except for those set forth on Schedule 1.1(m); (d) all rights that accrue of Seller or will accrue any Affiliate to Sellers under this Agreement and any other agreementstax refunds, certificates and instruments however arising, relating to the transaction; Purchased Assets and the Business for taxable periods prior to and including the Closing Date; (e) all rightsrights of Seller to any reimbursements from governmental entities for environmental remediation or condemnation relating to any period prior to and including the Closing Date, titleas well as all rights of Seller to reimbursement from governmental entities for environmental remediation relating to payments actually made subsequent to the Closing Date, and interest except as otherwise contemplated by Section 6.9(c); (f) all rights of Sellers and their Seller or its Affiliates in and to all of its proprietary software (except to the name “HealthSouthextent such software is listed on Schedule 1.1m), Seller's LinenHelper and LinenKeeper software package, training and technical manuals and aids, handbooks, videos, sales training materials, other proprietary materials relating generally to Seller or its company-wide operations, and those items or instructional aids constituting Seller's ▇▇▇▇▇ System driver training module;” (fg) all rights of Seller or its Affiliates in and to settlement (i) the Contract relating to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Company and retroactive adjustmentsidentified on Schedule 4.20 as item no. 1 thereon; and (ii) the Real Estate Leases relating to the property located at ▇▇▇▇▇ ▇, if any▇▇▇ ▇, for open cost reporting periods ending ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇; except in the event Purchaser provides written notice to Seller, on or prior to the Closing Date Date, of Purchaser's intention to include such Contract or Real Estate Lease(s) in the definition of Purchased Asset hereunder (whether open or closedto the extent such Real Estate Lease(s) arising from or against are excluded hereunder, such Real Estate Lease(s) shall be hereinafter referred to as the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”"Excluded Leases"); (g) the Excluded Contracts; ; (h) all rights relating of Seller or its Affiliates in and to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) any and all contracts with American Print Towel, (ii) the computer software systems Supply Agreement dated June 21, 1996 between Seller and other intellectual property listed Standard Textile Co., Inc. ("Standard Agreement"), (iii) the Supply Agreement dated June 28, 1996 between Seller and Artex International, Inc. ("Artex Agreement"), and (iv) the Agreement to provide Wastewater treatment Services, dated June 28, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ and National Uniform Services Opa Locka, FL; (i) all rights of Seller or its Affiliates in and to any and all employment agreements for Employees of the Business including without limitation those employment agreements identified on Schedule 2.2(i) (4.10 hereto and any and all severance agreements with Employees of the “Excluded Intellectual Property”); Business including without limitation those severance agreements identified on Schedule 4.10 hereto; (j) all accounts receivable generated in connection with the operations rights of the Facilities prior to Closing; Seller under this Agreement; (k) all intercompany receivables and payables and any assets which are excluded prior to the Closing in accordance with Section 1.5(c)(ii)(3); and (l) those any and all other properties, assets specifically identified on Schedule 2.2(l), and rights of Seller or an Affiliate which Schedule includes a list of assets that are not owned by Sellers, are not used expressly listed or referred to in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSection 1.1.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets are not intended by the parties and properties (such retained assets and properties being herein collectively referred to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (as the “Excluded Assets”): ): (a) all (i) cash and cash equivalents, marketable wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other investments short- and medium-term investments, but excluding (including Sellers’ Affiliates’ partnership interest A) escrow monies and funds held in Houston Rehabilitation Associates trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and Rehabilitation Hospital of Nevada – Las Vegas(C) customer prepayments (items (A), Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas(B) and (C) collectively, L.P.“Cash Deposits”); ; (b) insurance policies all refunds of Taxes of Seller and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Selling Subsidiaries; (c) all organizational documents, corporate records Tax Returns of Seller and stock books of Sellers or their Affiliates; the Selling Subsidiaries; (d) rights that accrue or will accrue to Sellers under this Agreement except as expressly provided in Section 5.4, all Seller Plans and any other agreements, certificates and instruments relating to the transaction; funds held in trust in connection with such Seller Plans; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouthSeller Trademarks;” (f) rights to settlement the Contracts, computer hardware, stored data, computer software and retroactive adjustments, if any, for open cost reporting periods ending on documentation owned or prior to the Closing Date (whether open licensed by Seller or closed) arising from or against the U.S. Government under the terms any of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Excluded Contracts; Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) all rights relating any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to Taxes for periods ending on events that occur prior to, at or prior to following the ClosingClosing if the same arose, including claimsarise out of, refunds and loss carryforwards; or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the computer software systems and other intellectual property listed on Schedule 2.2(iBusiness or (ii) (exclusively relate to the “Excluded Intellectual Property”); Business but their transfer is not permitted by Law; (j) all accounts receivable generated any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in connection with the operations Section 2.2(k) of the Facilities Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned from the applicable Acquired Company to such entity as directed by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSeller.

Excluded Assets. Notwithstanding anything herein to Those assets of the contrarySeller Entities described below, the following together with any assets are not intended described on Schedule 1.2 hereto, shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller Entities (collectively, the “Excluded Assets”): ) and shall not be conveyed to the Buyer Entities: (a) cash, cash equivalents and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.except ▇▇▇▇▇ cash); ; (b) insurance policies board-designated, restricted and programstrustee-held or escrowed funds (such as funded depreciation, all related premiums debt service reserves, working capital trust assets, and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoinginvestments restricted as to use) and records relating thereto, except as set forth in Section 10.9; accrued earnings thereon; (c) all organizational documentsamounts payable to the Seller Entities in respect of third party payors pursuant to retrospective settlements (including, corporate records without limitation, pursuant to Medicare, Medicaid and stock books CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Effective Time, retrospective payment of Sellers or their Affiliates; claims that are the subject of CMS Recovery Audit Contractor appeals, and all payments for periods prior to the Effective Time related to all Medicaid supplemental reimbursement programs (including but not limited to Appendices 14 and 17, Medical Assistance Stability, the State Direct Payment (SDP) program (including final reconciliations of a program year), Disproportionate Share (DSH), the Hospital Quality Incentive Program (HQIP), OB/NICU, Uncompensated Care and Extraordinary Expense Programs under the Tobacco Settlement Act of 2001, Medical Education, and Small Hospital / Sole Community Hospital (SCH)), and all appeals and appeal rights of the Seller Entities relating to such settlements, including cost report settlements, for periods prior to the Effective Time. Notwithstanding the foregoing, the parties hereby confirm that it is the express intent of the parties that the Buyer shall receive the benefit of all payments for periods after the Effective Time related to all Medicaid programs regardless of whether the payments were calculated based on data reported for periods prior to the Effective Time; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreementsall Seller Entity records, certificates and instruments relating to the transaction; extent Buyer Entity does not need such records (eor copies) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (mii) the Excluded Assets and Excluded Liabilities, as well as all HealthSouth policies records which by law the Seller Entities are required to maintain in their possession; (e) prepaid insurance, prepaid assets dedicated to the Seller Entities’ benefit plans and procedures.any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates (the “Excluded Marks”), which, for clarity, shall not include the name “Commonwealth Health” or the registered Commonwealth Health logo;

Excluded Assets. Notwithstanding anything herein The Purchased Assets shall not include, Seller shall not sell, transfer or assign to the contraryBuyer and Buyer shall not purchase or acquire from Seller, the following (the properties and assets are expressly excluded by this Section 1.2 being referred to herein as the "Excluded Assets"): (a) any of Seller's real property, leasehold rights thereto or any fixtures or improvements thereon; (b) any of Seller's manufacturing equipment (to the extent not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from included in the Purchased Assets (the “Excluded Assets”): (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.under Section 1.1(g); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; ); (c) all organizational documentsany of Seller's cash, corporate records bank deposits and stock books similar bank items existing as of Sellers or their Affiliates; the opening of business on the Closing Date; (d) rights that accrue any of Seller's accounts receivable or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to accounts existing as of the transaction; opening of business on the Closing Date; (e) all rightsany claim, title, and right or interest of Sellers and their Affiliates Seller in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustmentsany refund for Taxes, if anytogether with any interest due Seller thereon, for open cost reporting any periods ending on or prior to the Closing Date Date; (whether open f) all assets attributable or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against related to any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Benefit plan; (g) all of Seller's rights under all contracts and agreements which are not Contracts or Licenses (each as defined herein) (the "Excluded Contracts; "); (h) all rights relating to Taxes for periods ending on of the rights, claims or prior causes of action of Seller against third Persons to the Closing, including claims, refunds and loss carryforwards; extent they relate to Excluded Assets or Excluded Liabilities (i) any asset of Seller which is not among the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”)Purchased Assets; and (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified items listed on Schedule 2.2(l1.2(j), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to Each of Buyer and VS Holdco, on behalf of itself and each other Acquired Company, expressly understands and agrees that (i) all assets, properties and businesses of Parent and its Subsidiaries that are not included in the contrary, Transferred Assets and (ii) the following assets assets, properties and businesses of Parent and its Subsidiaries (regardless of whether they are not intended by owned, held or used in each case primarily in the parties to be a part conduct of the sale Business) (the items in clauses (i) and purchase contemplated hereunder and are excluded from the Purchased Assets (ii), the “Excluded Assets”): ) shall be excluded from the Transferred Assets: (a) cash all of the equity interests of any Person, other than the Transferred Equity Interests and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital the equity interests of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); any Acquired Company; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; 2.02(c), all Cash of Parent and its Subsidiaries; (c) all organizational documents, corporate records insurance policies of Parent and stock books of Sellers or their Affiliates; its Subsidiaries; (d) rights that accrue all books, records, files and papers, whether in hard copy or will accrue to Sellers under computer format, prepared in connection with this Agreement or the transactions contemplated hereby and any other agreements, certificates all minute books and instruments relating to corporate records of Parent and its Subsidiaries (the transaction; “Retained Records”); (e) all rights, title, and interest rights of Sellers and their Affiliates in and to Parent arising under this Agreement or the name “HealthSouthtransactions contemplated hereby;” (f) rights to settlement all Intellectual Property Rights owned by Parent or any of its Subsidiaries that are not included in the Transferred IP, including all Retained Marks and retroactive adjustments, if any, for open cost reporting periods ending the Intellectual Property Rights set forth on or prior to the Closing Date (whether open or closedSection 2.03(f) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Parent Disclosure Schedule; (g) subject to Section 5.01(b), any Transferred Assets sold or otherwise disposed of in the Excluded Contracts; ordinary course of business during the period from the date hereof until the Closing Date; (h) all rights relating to Taxes for periods ending the assets, properties and businesses set forth on or prior to Section 2.03(h) of the Closing, including claims, refunds and loss carryforwardsParent Disclosure Schedule; and (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresDistribution Center Equipment.

Excluded Assets. Notwithstanding anything herein to Buyer will not acquire from Sellers any assets not specifically included in the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Acquired Assets (the “Excluded Assets”): ), all rights, titles and interests in which shall be retained by Sellers. Notwithstanding the provisions of Section 2.1 above and for the avoidance of doubt, the Excluded Assets shall include, without limitation, the following: (ai) cash and cash equivalentsequivalents of the Business as of Closing, marketable securities except for amounts in the advertising and marketing fund collected from franchisees, including, without limitation, the Adverting Fee as set forth in the franchise agreements of Sellers; (ii) each Seller’s Governing Documents, minute books, stock or membership interest records, corporate seals, qualifications to conduct business as a foreign entity, taxpayer and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates identification numbers, and Rehabilitation Hospital other documents relating to the organization, maintenance, and existence of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.)each Seller as a limited liability company; (biii) insurance policies machinery, equipment, office equipment, tools, motor vehicles (including, without limitation, those motor vehicles set forth on Schedule 2.2 attached hereto), spare parts, accessories, furniture or other miscellaneous tangible personal property used or held for use by each Seller in the operation of the Business that is not otherwise included in the Acquired Assets; (iv) accounts, notes, and programsother receivables in favor of each Seller arising from or relating to the operation of the Business prior to Closing, together with all related premiums collateral security for such accounts receivables, and refundsrights to collect payment thereon; (v) deposits, employee benefit and pension plans prepaid expenses (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.92.5 below), and refunds related to payments by each Seller; (cvi) all organizational documentsTax Returns, corporate records Tax records, claims for refunds, and stock books credits relating to Taxes of Sellers or their Affiliateseach Seller; (dvii) bank accounts, cash accounts, investment accounts, deposit accounts, lockboxes and similar accounts of each Seller; (viii) any initial franchise fees payable by a franchisee to Sellers pursuant to an Acquired Contract governing a franchise location not listed on Exhibit B (such location, a “New Store”), less the New Store Expenses with respect to each such New Store; (ix) each Seller’s insurance policies and their respective rights thereunder; and (x) rights that accrue or will accrue to Sellers of each Seller under this Agreement and any other agreements, certificates and instruments relating to or the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresTransaction Documents.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are Acquired Assets shall not intended by the parties to be a part include any of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets following (collectively, the “Excluded Assets”): ): (a) each Seller’s rights under this Agreement (including the right to receive the Purchase Price delivered to Sellers pursuant to this Agreement); (b) all cash and cash equivalents, marketable including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits, securities, securities entitlements, instruments and other investments (of Sellers and all bank accounts and securities accounts, including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital any cash collateral that is collateralizing any letters of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; credit; (c) all organizational documentsDocuments prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Case or the Canadian Proceedings, all minute books, corporate records (such as stock registers) and stock books organizational documents of Sellers and the Retained Subsidiaries, Tax Returns, other Tax work papers, and all other Documents not related to the Products or their Affiliates; the Acquired Assets; (d) rights any Contract that accrue is not an Assigned Agreement, including the Contracts listed or will accrue to Sellers under this Agreement and any other agreementsdescribed on Schedule 2.2(d), certificates and instruments relating which Schedule may be modified from the Effective Date through one (1) Business Day prior to the transaction; Sale Hearing in accordance with Section 7.7; (e) all rightsany Tax refunds, title, and interest rebates or credits of Sellers and their Affiliates in and to the name “HealthSouthSellers;” (f) rights to settlement all Claims and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date Proceedings of Sellers (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”other than those described in Section 2.1(h); ); (g) all Seller Employees and all of the Excluded Contracts; funding vehicles and assets of any Benefit Plan; (h) all rights relating to Taxes for periods ending on the Avoidance Actions or prior to the Closingsimilar Proceedings, including but not limited to Proceedings under Sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code; (i) any security deposits or pre-paid expenses not associated with the Acquired Assets; (j) all insurance policies and binders, all claims, refunds and loss carryforwards; credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights to proceeds thereof (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”than as described in Section 2.1(h); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; ); (k) all intercompany receivables and payables and shares of capital stock or other equity interests of any Seller or Retained Subsidiary or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Seller or Retained Subsidiary; (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and Equipment; (m) all HealthSouth policies Accounts Receivable; (n) all Real Property; (o) any assets, properties and proceduresrights of any Sellers other than the Acquired Assets, including those set forth on Schedule 2.2(o); (p) the Excluded Intellectual Property; and (q) the Intercompany Loan and all interest thereon.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, the Assets will not include any assets of the Seller or its subsidiaries not identified in Section 1.2 and shall explicitly exclude, without limitation, the following assets are not intended by the parties to be a part assets, properties and rights of the sale Seller and purchase contemplated hereunder and are excluded from its subsidiaries (collectively, the Purchased Assets (the “"Excluded Assets”): "): (a) cash and cash equivalentsexcept as otherwise provided in Section 5.12, marketable securities all ownership and other investments rights with respect to the Seller Benefit Plans (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates as hereinafter defined), contracts with current or former employees of the Seller or its subsidiaries, and Rehabilitation Hospital all claims and other rights to one or more refunds, recoveries or other payments of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); workers' compensation related or group health plan related funds or other assets; (b) insurance policies and programsany permit, all related premiums and refundsapproval, employee benefit and pension plans license, qualification, registration, certification, authorization or similar right that by its terms is not transferable to the Purchaser as indicated in Section 3.26 of the Seller Disclosure Letter as not being transferable; (including all assets and proceeds of all the foregoingc) any accounts receivable from an Affiliate (as hereinafter defined) and any collateral associated therewith; (d) the charter documents, minute books, stock ledgers, tax returns, books of account and other constituent records relating theretoto the corporate organization of the Seller and its subsidiaries, except other than Phoenix International New York, Inc.; (e) the rights that accrue to the Seller and its subsidiaries under this Agreement, the Seller Ancillary Documents (as hereinafter defined), the Purchaser Ancillary Documents (as hereinafter defined) or any of the transactions contemplated in writing by such documents; (f) the contracts identified in Section 1.3(f) of the Seller Disclosure Letter; (g) all of the properties and assets which shall have been transferred or disposed of by the Seller, its subsidiaries or any Affiliate of the Seller or its subsidiaries prior to Closing which transfers or dispositions have been approved with the Purchaser's prior written consent; (h) all of the assets, properties and rights primarily relating to or arising out of any Excluded Liabilities (as hereinafter defined); (i) the rights to any of Seller's claims for federal, state or local tax refunds; (j) the artwork and personal computer equipment set forth in Section 10.9; (c1.3(j) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; Seller Disclosure Letter; (k) all intercompany receivables the rights to any of Seller's claims (other than with respect to claims arising out of the Purchaser's status as a shareholder of the Seller, except for claims arising with respect to this Agreement which shall be resolved pursuant to Article IX hereof) relating to, resulting from or arising out of claims made in pending or future suits, actions, investigations or other legal governmental or administrative proceedings, including but not limited to those identified in Section 1.3(k) of the Seller Disclosure Letter or 3.12 of the Seller Disclosure Letter or the issues which are the subject thereof (and payables and any cash proceeds from the settlement or resolution thereof); (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list the stock or equity interests of assets that are not owned by Sellers, are not used in connection with the operation any subsidiary of the FacilitiesSeller, but which assets are located at the Facilitiesother than with respect to Phoenix International New York, Inc.; and and (m) the assets, properties and rights of the Seller with respect to its non-trade finance operations in New Zealand all HealthSouth policies and proceduresof which are identified in Section 1.3(m) of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained herein, the Station Assets shall not include the following assets are not intended by the parties to be a part of the sale or any rights, title and purchase contemplated hereunder and are excluded from the Purchased Assets interest therein (the “Excluded Assets”): ): (a) all cash and cash equivalentsequivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities securities, money market accounts and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); all such similar accounts or investments; (b) insurance policies all tangible and programs, all related premiums intangible personal property of Seller retired or disposed of between the date of this Agreement and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth Closing in Section 10.9; accordance with Article 4; (c) all organizational documents, corporate records and stock books of Sellers Station Contracts that are terminated or their Affiliates; expire prior to Closing in accordance with Article 4; (d) rights that accrue or will accrue Seller’s corporate and trade names unrelated to Sellers under this Agreement the operation of the Stations (including the name “Emmis”), charter documents, and any other agreements, certificates books and instruments records relating to the transaction; organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all rightscontracts of insurance, titleall coverages and proceeds thereunder and all rights in connection therewith, and interest of Sellers and their Affiliates in and including without limitation rights arising from any refunds due with respect to insurance premium payments to the name “HealthSouthextent related to such insurance policies;” (f) rights to settlement all pension, profit sharing plans and retroactive adjustmentstrusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); maintained by Seller; (g) the Excluded Contracts; Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or not offset) for goods or services provided prior to the Effective Time (defined below) or commencement of the LMA (defined below), as applicable (the “A/R”); (h) any computer software and programs used in the operation of the Stations that are not transferable; (i) all rights relating and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to Taxes for periods ending on the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Effective Time; (j) all accounts receivable generated in connection with deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the operations of the Facilities prior to Closing; extent Seller receives a credit therefor under Section 1.7; (k) all intercompany receivables and payables and claims of Seller with respect to any tax refunds; (l) those computers and other assets specifically identified on Schedule 2.2(l)located at the Emmis Communications Corporation headquarters, which Schedule includes a list of and the centralized server facility, data links, payroll system and other operating systems and related assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilitiesmultiple stations; and and (m) all HealthSouth policies the assets listed on Schedule 1.2, and proceduresthe slogan “Great Media, Great People, Great Service.”

Excluded Assets. Notwithstanding anything herein to Purchaser acknowledges and agrees that the contrary"Assets" shall not include, and Seller shall retain all right, title and interest in and to, any and all of the following (collectively, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “"Excluded Assets”): "): (a) cash Seller's corporate books and cash equivalentsrecords of internal corporate proceedings, marketable securities tax records, work papers and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates books and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); records; (b) insurance policies all rights and programs, all related premiums interests in and refunds, employee benefit to the PRIMEDIA name and pension plans (including all assets any variations thereof and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; derivations therefrom; (c) all organizational documents, corporate records cash and stock books cash equivalents held by or on behalf of Sellers or their Affiliates; Seller and all of Seller's bank accounts; (d) rights that accrue or will accrue to Sellers under this Agreement all files, accounting records and any other agreements, certificates and instruments internal reports relating to the transactionbusiness activities of Seller (but not relating solely to the Business); provided, however, that Purchaser may obtain copies of all such files, records and reports to the extent they are directly related to the Business; (e) all rightssoftware, titlesoftware systems, databases and interest of Sellers and their Affiliates in and to the name “HealthSouthdatabase systems listed on Schedule 1.02(e);” (f) rights to settlement all hardware and retroactive adjustmentsequipment, if anywhether owned, for open cost reporting periods ending on leased or prior to licensed by Seller not located at the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Texas Property; (g) all hardware and equipment, whether owned, leased or licensed by Seller located at the Excluded Contracts; Texas Property and listed on Schedule 1.02(g); (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; insurance policies maintained by Seller; (i) any and all prepaid Taxes and Income Tax refunds of Seller, except to the computer software systems extent relating solely to the Business for any period on or after the Closing Date; provided that, for purposes of this Agreement, (i) "Tax" or "Taxes" shall mean all federal, state, local and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all accounts receivable generated in connection interest, penalties and additions imposed with the operations of the Facilities prior respect to Closing; (k) all intercompany receivables and payables such amounts, and (lii) those assets specifically identified "Income Taxes" shall mean all Taxes imposed on Schedule 2.2(lor measured by net income or gross profits or gross receipts (but excluding sales, use, value added and property Taxes), which Schedule includes a list of assets that are not owned by Sellerstogether with all interest, are not used in connection penalties and additions imposed with the operation of the Facilities, but which assets are located at the Facilitiesrespect to such amounts; and (m) all HealthSouth policies and procedures.and

Excluded Assets. Notwithstanding anything herein to the contrary, Buyer expressly understands and agrees that the following assets are not intended by the parties to be a part and properties of the sale Sellers and purchase contemplated hereunder and are excluded from the Purchased Assets their respective Affiliates (the “Excluded Assets”): ) shall be excluded from the Purchased Assets: (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; ‎Section 2.01(h), all cash and cash equivalents other than the Included Cash; (b) all permits and licenses not used or held for use primarily in the conduct of the Purchased Business or the Purchased Assets; (c) all organizational documentssubject to ‎Section 2.01(o), corporate records and stock books of Sellers or their Affiliates; the Insurance Policies; (d) rights that accrue or will accrue to Sellers under this Agreement all director and any other agreements, certificates officer insurance policies and instruments relating to the transaction; claims thereunder; (e) all rightsbooks, titlerecords, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, and all personnel files (except as set forth in ‎Section 2.01(l)) and minute books (and similar corporate records) of the Sellers and their Affiliates; (f) all rights of the Sellers arising under this Agreement or the transactions contemplated hereby (other than the rights of Alpha Natural Resources with respect to the Subsidiary Transfers, which shall constitute Purchased Assets); (g) all (i) refunds for Taxes incurred in a Pre-Closing Tax Period, including those relating to the Purchased Business or the Purchased Assets, and (ii) Tax Returns of the Sellers, in each case, together with all books and records (including working papers) exclusively related thereto (other than Tax Returns of a Continued Tax Group, which shall constitute Purchased Assets); (h) all Tax assets (other than any prepaid Taxes) and net operating losses of the Sellers (other than net operating losses or similar tax attributes of a Continued Tax Group, which shall constitute Purchased Assets); (i) subject to ‎Section 6.03, all Avoidance Actions, or proceeds thereof, against Persons not set forth on Schedule ‎2.01(n) and all Avoidance Actions, or proceeds thereof, that relate solely to the Excluded Assets; (j) all equity interests in the Subsidiaries of Alpha Natural Resources and all equity interests in ReorgCo Parent or ReorgCo; (k) the other assets, properties and rights set forth on Schedule ‎2.02(k) (the “Specifically Excluded Assets”); (l) the Leases (including all prepaid royalties and un-recouped minimum royalties thereunder) set forth on Schedule ‎2.02(l) (collectively, the “Excluded Leases”), and the Leased Real Property subject to the Excluded Leases; (m) all right, title and interest of the Sellers and their Affiliates in now or hereafter existing, in, to and under all Contracts (including all collective bargaining agreements to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms which any of the Medicare program Sellers or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”of their Affiliates are bound); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; other than (i) the computer software systems Assumed Leases, (i) the Assumed Contracts and other intellectual property listed on Schedule 2.2(i(i) any contractual rights included in the Purchased Intellectual Property (collectively, the “Excluded Intellectual PropertyContracts”) (for the avoidance of doubt, operational permits and licenses are not addressed in this ‎Section 2.02(m)); (n) the Seller Name; (o) subject to ‎Section 5.04(b) and ‎Section 5.04(c), all of the Sellers’ and their Affiliates’ right, title and interest in, to and under any computer programs owned by any of the Sellers or any of their Affiliates, whether in source code or object code form (and including all related documentation); and (jp) all accounts receivable generated in connection with the operations assets and properties of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list Sellers or any of assets their Affiliates that are not owned by Sellersowned, are not held or used primarily in connection with the operation conduct of the FacilitiesPurchased Business. Notwithstanding anything to the contrary in this Agreement, but which assets are located at if any asset or property is specifically identified in Sections any of ‎2.01(a) through ‎2.01(v), a corresponding schedule or otherwise (e.g., by reference to the Facilities; Liquidity Condition in ‎Section 2.01(d)), such asset or property will be deemed for purposes of this Agreement to be used or held for use primarily in the conduct of the Purchased Business and (m) all HealthSouth policies and procedurestherefore will be a Purchased Asset.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in Section 1.2, the following assets are not intended by the parties to be a part of the sale expressly understand and purchase contemplated hereunder and are excluded from agree that the Purchased Assets shall not include, and neither Seller nor any of its Subsidiaries is hereunder selling, assigning, transferring or conveying to Purchaser any right to or interest in. any of the following assets, properties, rights, contracts and claims, whether tangible or intangible, real, personal or mixed (collectively, the “Excluded Assets”): ): (a) all cash, cash equivalents, bank deposits, investment accounts, lockboxes certificates of deposit, marketable securities or similar cash items, of Seller or any Subsidiary (other than any Workers’ Compensation Cash Security), provided that (i) cash and cash equivalents, marketable securities deposits and other investments restricted cash accounts owned or held by any of the Acquired Companies on the Closing Date shall not be Excluded Assets to the extent that they are taken into account when calculating the Estimated Closing Date Cash and the Closing Date Cash and (including Sellersii) any Workers’ Affiliates’ partnership interest in Houston Rehabilitation Associates Compensation Cash Security shall not be taken into account when calculating Estimated Closing Date Cash and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the. Closing Date Cash; (b) any data and records (or copies thereof) required to administer the Benefits of Acquired Company Employees and Business Employees under any Seller Employee Benefit Plan; (c) except as provided in Section 1.7, any and all insurance policies policies, binders and programsclaims of Seller and any of its Subsidiaries (other than any Acquired Companies) and rights thereunder, including with respect to any insurance settlement agreements, and the proceeds thereof and all prepaid insurance premiums; (d) subject to Section 7.7, all related premiums of Seller’s right, title and refundsinterest in the “▇▇▇▇,”, employee benefit “Westvaco” and pension plans “MeadWestvaco” marks and any name, Trademark, trade dress, internet address, trade name, service ▇▇▇▇ or logo, or any derivation of any of the foregoing, together with all of the goodwill represented thereby, or pertaining thereto listed on Schedule 1.3(d), together with all patents and invention records listed on Schedule 1.3(d) (collectively, the “Excluded IP Assets”); (e) the assets and contracts (other than real property, which is addressed in Section 1.3(i) below) listed on Schedule 1.3(e); (f) any books, records and other materials that Seller or any of its Subsidiaries is required by Law to retain, all Tax Returns (including income tax returns) and all “MeadWestvaco” marked sales and promotional materials and brochures; (g) all claims, defenses, causes of action, choses in action or claims of any kind that are available to or being pursued by Seller or any of its Subsidiaries whether as plaintiff, claimant, counterclaimant or otherwise, to the extent relating to Excluded Assets or Excluded Liabilities; (h) all assets, business lines, properties, rights, contracts and claims of Seller or any Subsidiary (including any Acquired Company) not Related to the Business, including those listed on Schedule 1.3(h); (i) all real property, including mill facilities, waste disposal facilities, treatment operations and landfills, whether owned or leased, that are listed on Schedule 1.3(i) or that are not currently used or currently intended for future use in the Business, other than (subject to provisions of Section 6.12 with respect to the Timberlands and the provisions of Section 7.11 with respect to the Owned Real Property) any property listed on Schedule 1.2(a)(i), Schedule 1.2(a)(ii), Schedule 1.2(b)(i), Schedule 1.2(b)(ii), Schedule 4.9(a)(i), Schedule 4.9(c) and the Timberlands, whether or not currently used (the “Excluded Real Property”); (j) the Specialty Chemicals and Specialty Papers business as conducted by the Seller and its Subsidiaries (as described in Seller’s most recent Form 10-K filed with the U.S. Securities and Exchange Commission), including all assets and proceeds relating primarily thereto; (k) all refunds or credits of all the foregoingor against any Excluded Taxes; and (1) and records relating thereto, except as set forth in Section 10.9; (c) on Schedule 1.3(l), all organizational documentsintercompany receivables, corporate records payables, loans and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; investments (i) the computer software systems and between Seller or any of its Subsidiaries (other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(lthan an Acquired Company), which Schedule includes a list on the one hand, and Seller or any of assets that are not owned by Sellersits Subsidiaries (other than an Acquired Company), are not used on the other hand, or (ii) required to be settled in connection accordance with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSection 6.5.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and Sellers shall retain all right, title and interest to, in and under only the following assets are not intended by the parties to be a part assets, properties, interests and rights of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Sellers (collectively, the “Excluded Assets”): ): (a) cash any asset of Sellers that otherwise would constitute a Purchased Asset but for the fact that it is sold or otherwise disposed of in the Ordinary Course of Business of Sellers and cash equivalentsin conformity with the terms and conditions of this Agreement, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegasduring the time from the Agreement Date until the Closing Date, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); or Purchaser otherwise agrees to such disposition; (b) insurance policies all of Seller’s Cash and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Cash Equivalents; (c) all organizational documentstrade and non-trade accounts receivable, corporate records notes receivable and stock books negotiable instruments of Sellers or their Affiliates; Seller, including any intercompany Indebtedness; (d) rights that accrue or will accrue All leases pertaining to Sellers under this Agreement railcars; (e) copies of any and any other agreements, certificates and instruments all information not relating to the transaction; (e) all rightsBusiness that is stored on Sellers’ computer systems, title, and interest of Sellers and their Affiliates in and to the name “HealthSouthdata networks or servers;” (f) rights to settlement all agreements and retroactive adjustments, if any, for open cost reporting periods ending on or prior to contracts of Sellers other than the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Assigned Contracts; (g) the Excluded Contracts; all Documents and all personnel records of Sellers’ employees that Sellers is required by Law to retain and is prohibited by Law from providing a copy thereof to Purchaser; (h) all rights relating to Taxes shares of capital stock or other equity interests issued by Sellers or securities convertible into, exchangeable or exercisable for periods ending on any such shares of capital stock or prior to the Closing, including claims, refunds and loss carryforwards; other equity interests; (i) any avoidance claims or causes of action under the computer software systems Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all other intellectual property listed on Schedule 2.2(i) (claims or causes of action under any other provision of the “Bankruptcy Code or applicable laws, solely relating to Excluded Intellectual Property”); Assets; (j) all accounts receivable generated Claims that Sellers may have against any Person solely with respect to any Excluded Assets or any Excluded Liabilities; (k) Sellers’ rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to Sellers in connection with the operations of transactions contemplated hereby, or any side agreement between Sellers and Purchaser entered into on or after the Facilities prior to Closing; (k) all intercompany receivables and payables and Agreement Date; (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation all current and prior director and officer insurance policies of the FacilitiesSellers and all rights of any nature with respect thereto, but which assets are located at the Facilities; including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (m) the Sellers’ financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks that do not constitute Purchased Assets; (n) the properties and assets set forth on Schedule 1.2(n); and (o) all HealthSouth Benefit Plans (including all assets, trusts, insurance policies and proceduresadministration service contracts related thereto); (p) all Pension Plans; (q) excluded inventory as set forth on Schedule 1.2(q); (r) except to the extent set forth on Schedule 1.2(r), any and all claims, prepayments, refunds, rebates, causes of action, rights of recovery, rights of set-off and rights of recoupment relating to or in respect of an Excluded Asset; (s) all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies); (t) all Tax assets, tax credits, net of any liability (including all state and federal Tax refunds (or the right to such state and federal refunds of Taxes, whether claimed or unclaimed) for all taxable periods (or portions thereof), whether ending on, prior to, or after the Closing Date; and (u) all of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in respect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to any Transferred Employee.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary herein, the Acquired Assets do not include any right, title and interest of any Seller in the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (the “Excluded Assets”): ): (a) any cash and cash equivalents, marketable securities and other investments (including equivalents of the Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies the ITW Purchase Agreement (except to the extent of any Assigned Section 6.2(g) Rights and programsBenefits, which are Acquired Assets), together with any and all related premiums Ancillary Agreements under and refundsas defined in the ITW Purchase Agreement (other than the Acquired ITW Ancillary Agreements, employee benefit the Assigned Transition Services Rights and pension plans (including all assets Benefits and proceeds of all the foregoing) Assigned Transitional Trademark License Rights and records relating theretoBenefits, except as set forth in Section 10.9; which are Acquired Assets); (c) all organizational documentsthe charter, corporate records qualifications to conduct business, arrangements with registered agents, taxpayer and stock other identification numbers, seals, minute books and other documents relating to the organization, maintenance, and existence of Sellers each Asset Selling Subsidiary as a corporation or their Affiliates; limited liability company, as applicable; (d) any Contract relating to the issuance of securities or governance of any Asset Selling Subsidiary; (e) any Contract to which any Asset Selling Subsidiary is a party that is not disclosed in Schedule 4.11 if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, in such Purchaser’s reasonable determination, materially and adversely affect such Purchaser, unless Purchaser Parent gives written notice to Graco that it deems such Contract to constitute an Acquired Contract; (f) each Asset Selling Subsidiary’s books or records relating to internal corporate matters, Tax Returns and associated work papers through the Closing Date, and any other Books and Records of any Asset Selling Subsidiary to the extent not related to the Acquired Assets or the Liquid Finishing Business; (g) all books, documents, records and files of any Asset Selling Subsidiary prepared in connection with or relating in any way to the transaction covered by this Agreement or the Ancillary Agreements, including bids received from other parties and analyses relating in any way to the Liquid Finishing Business; (h) reimbursements or refunds owed to any Asset Selling Subsidiary for Taxes for which any Asset Selling Subsidiary is responsible under this Agreement; (i) any Asset Selling Subsidiary’s rights under any policies of insurance purchased by Graco or any Affiliate of Graco, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (j) all assets held with respect to any Asset Selling Subsidiary’s Employee Benefit Plans/Schemes (other than any assets held with respect to any Assumed Benefit Plans/Schemes, which are Acquired Assets); (k) all personnel, payroll, benefits, work authorization, and other associated necessary records related to any Hired Employee that accrue any Asset Selling Subsidiary is not legally permitted to transfer to Purchasers; (l) all Intra-Liquid Finishing Business Intercompany Accounts Receivable, which accounts are subject to Section 6.1(i); (m) all Excluded Domain Names; (n) the Retained Section 6.2(g) Rights and Benefits, the Assigned Acquired Subsidiaries Section 6.2(g) Rights and Benefits, the Retained Transition Services Rights and Benefits and the Retained Transitional Trademark License Rights and Benefits; (o) all Liquid Finishing Transferred Employees; (p) all assets, properties, rights, claims, privileges, and interests of every kind and character (other than tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), which is separately addressed in Section 2.2(q), and other than Intellectual Property, which is separately addressed in Section 2.2(r)) and wherever located, in each case, relating to, used in, or will accrue arising out of: (i) the Powder Finishing Business, except to Sellers the extent that any such asset, property, right, claim, privilege, or interest is ordered pursuant to the Final Order to be divested by Graco; or (ii) the Graco Liquid Finishing Business; (q) all tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), wherever located, in each case: (i) primarily relating to, used in, or arising out of the Powder Finishing Business; or (ii) relating to, used in, or arising out of the Graco Liquid Finishing Business; (r) any Intellectual Property that is not Business Intellectual Property, including, but not limited to: (i) any and all Retained Stray ▇▇▇▇▇▇▇▇ Powder IP; (ii) any and all Intellectual Property related to the Powder Finishing Business, except to the extent that any such Intellectual Property is DeKups Intellectual Property, is set forth on Schedule 1.2(a) or Schedule 1.4 or is ordered pursuant to the Final Order to be divested by Graco; and (iii) any and all Intellectual Property related to the Graco Liquid Finishing Business; (s) any asset identified on Schedule 2.2(s); (t) that certain Consent and Release, dated June 6, 2013, by and among Graco, 3M Company and 3M Innovative Properties; and (u) the rights of any Seller under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresAncillary Agreements.

Excluded Assets. Notwithstanding anything herein to the contrary, the following The Purchased Assets shall not include any assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from Business other than the Purchased Assets Assets, as well as any other assets of Seller, including the assets listed below (the “Excluded Assets”): ): (a) all cash in the accounts of Seller and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); all Accounts Receivable; (b) insurance policies and programsall Contracts other than the Assigned Contracts, all related premiums and refunds, employee benefit and pension plans (including all assets real property leases and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; purchase orders for services or goods intended to become inventory; (c) all organizational documentstangible or real property, including inventory, raw materials, packaging and works-in-process, and including any South Beach Diet, Shine and South Beach Living labeled products manufactured on behalf of South Beach Diet at any time on or before the Closing; (d) any royalty payments or other amounts due under (i) that certain Letter Agreement, dated as of May 9, 2013, by and between Everyday Health Media, LLC, South Beach Diet Corp. and Rodale Inc., (ii) for Seller’s 2015 fiscal year, that certain Author Agreement, dated as of December 19, 2001, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. and Rodale Inc., as assigned to Seller by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. (as amended from time to time), and (iii) for Seller’s 2015 fiscal year, that certain Agreement, dated as of December 17, 2012, by and between Seller and Rodale Inc. (e) all corporate records and stock books governing documents, and qualifications of Sellers Seller to operate its business, other than the Purchased Books and Records, including all communications or their Affiliatesfiles involving attorney-client confidences between Seller and/or any office, Affiliate or stockholder of Seller, on the one hand, and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or Frankfurt Kurnit ▇▇▇▇▇ & ▇▇▇▇ PC, on the other, concerning or otherwise relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Transaction Documents; (f) all claims and rights of Seller in or to any refund of Taxes related to the Purchased Assets for any Tax period (or portion thereof) ending on or before the Closing Date provided such Taxes are not included in the Assumed Obligations or otherwise paid by Buyer; (g) all deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (h) all policies of insurance, interests in insurance pools and programs, rights to insurance payments or indemnity, and all insurance claims, causes of action, rights of recovery or set-off of any kind and against any Person; (i) all computer and data processing hardware or firmware; (j) the Excluded Intellectual Property; (k) any employment relationships, arrangements or agreements and Employee Benefit Plans of Seller, and all personnel records and files pertaining to Seller’s current and former employees; (l) all customer lists, customer records, vendor information, business plans, strategies and marketing information; (m) all equity interests in any Person; and (dn) all rights that accrue or will accrue to Sellers of Seller under this Agreement and the Schedules attached hereto and under any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated document delivered in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned transactions contemplated by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresthis Agreement.

Excluded Assets. Notwithstanding anything herein to the contraryThe Purchased Assets do not include, the following assets are and Seller is not intended by the parties to be a part of the sale selling, assigning, transferring, conveying or delivering, and purchase contemplated hereunder and are excluded Buyer is not purchasing, acquiring or accepting from Seller, any assets, properties or rights other than the Purchased Assets specifically referred to in Section 2.1 (all such other assets are, collectively, the “Excluded Assets”): ), including the following: (a) cash the corporate seals, Charter Documents, minute books, stock books and cash equivalents, marketable securities and books of account or other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital records having to do with the corporate organization of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.)Seller; (b) insurance policies and programsreturns, all related premiums and refundsdeclarations, employee benefit and pension plans (including all assets and proceeds of all reports, claims for refund, or information returns or statements relating to Taxes for Pre-Closing Tax Periods or other Taxes not Relating to the foregoing) and records relating thereto, except as set forth in Section 10.9Contemplated Business; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) the rights that which accrue or will accrue to Sellers Seller under this Agreement Agreement; (d) all cash, cash equivalents and any other agreements, certificates and instruments relating to the transactionbank accounts of Seller; (e) all rightsSeller’s insurance policies and any claims, title, credits or rights of recovery and interest of Sellers and their Affiliates in and to the name “HealthSouth;” set-off with respect thereto under such policies; (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending the Intellectual Property identified on or prior to the Closing Date (whether open or closedSection 2.2(f) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Disclosure Schedule (“Agency Receivables”some of which will be licensed to Buyer as contemplated by the Intellectual Property License Agreement); (g) any interest in the Excluded ContractsReal Estate Leases; (h) all of Seller’s rights relating to Taxes for periods ending under all confidentiality agreements, restrictive covenants and other obligations of any employees of Seller, including those items listed on or prior Section 2.1(a)(vii) of the Disclosure Schedule, except to the Closing, including claims, refunds and loss carryforwardsextent such rights relate to the Contemplated Business or are not assignable; (i) the computer software systems [*] Agreements, and other intellectual property (j) the assets set forth in Section 2.2(j) of the Disclosure Schedule, which are used or held for use in the Business but are not included in the Purchased Assets and are not included in clauses (a) through (i) of this Section 2.2 (such assets listed on Section 2.2(j) of the Disclosure Schedule 2.2(i) (are the “Excluded Intellectual PropertyBusiness Assets”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryThe following assets of Seller (collectively, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and “Excluded Assets”) are excluded from the Purchased Assets (the “Excluded Assets”): and shall remain Seller’s property after Closing: (a) all cash and cash equivalents, including any commercial paper, certificates of deposit, Treasury bills, other marketable securities and other investments (similar investments, and including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates any cash proceeds from the PPP Loans, and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.)the bank accounts; (b) insurance policies owned real property together with all right, title and programsinterest held by Seller or any of its Affiliates in the appurtenances, hereditaments, existing buildings or other improvements, structures, parking facilities and fixtures located thereon and all related premiums reversions, remainders and refunds, employee benefit and pension plans (including all assets and proceeds rights of all the foregoing) and records relating thereto, except as set forth in Section 10.9way appertaining to or otherwise benefitting such property; (c) all organizational documentsminute book and equity records, corporate records including taxpayer and stock other identification numbers and other information and books of Sellers or their Affiliatesand records, related to the Excluded Assets and the Retained Liabilities; (d) all rights that accrue or will accrue to Sellers under this Agreement and interests under, and all assets of, any other agreements, certificates and instruments relating to the transactionBenefit Plan; (e) all rights, title, and interest of Sellers and their Affiliates records that Seller is required by Applicable Law to retain in and its possession or necessary to the name “HealthSouth;” retain with respect to an audit; (f) rights to settlement and retroactive adjustmentsall Contracts not specifically listed on Schedule 2.1(d), if anyincluding the Contracts listed on Schedule 2.2 (collectively, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency ReceivablesExcluded Contracts”); (g) the Excluded Contractsall Tax Returns and Tax refunds (or rights thereto); (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds demands, rights and loss carryforwardsremedies in connection with any of the Excluded Assets or the Retained Liabilities; (i) all bank accounts which relate to, or are used or held for use in connection with, the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”)Business; (j) all accounts receivable generated in connection with abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Applicable Law where the operations of the Facilities dormancy period elapsed prior to Closing; (k) all intercompany receivables and payables and any life insurance policies on officers of any Seller Party; (l) those assets specifically identified on Schedule 2.2(l)the Privileged Communications of any Seller Party; (m) any assets, which Schedule includes a list refunds, credits, rebates, Contracts or other rights related to any Benefit Plan or any other employee benefit plan, program, arrangement, agreement and policy of assets that are not owned by Sellers, are not used in connection with the operation any Seller or any of the Facilities, but which assets are located at the Facilitiestheir Affiliates; (n) all rights of any Seller Party under this Agreement and any other Transaction Documents; and (mo) all HealthSouth policies iPhones, iMacs, iPads and proceduresApple Watches used by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Excluded Assets. Notwithstanding anything herein Seller shall retain its right, title and interest in and to the contrary, solely the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (ai) cash and cash equivalents, marketable securities all Contracts and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; 1.1(b)(i) of the Disclosure Schedule; (cii) all organizational documentscash and cash equivalents of Seller (including any certificates of deposit); (iii) all bank accounts other than those described in Section 1.1(a)(xvi); (iv) all prepaid Taxes and other Tax assets; (v) Seller’s leasehold or other rights to the Leased Real Properties, including any security deposits related thereto; (vi) all Legal Proceedings, causes of action, choses in action, rights of recovery, rights under all warranties, representations, indemnities, and guarantees made by any third party in favor of Seller, in each case, solely to the extent resulting in monetary recovery for any pre-Closing occurrence or omission which monetary recovery does not constitute a “make whole” payment for any diminution in value of any Purchased Asset which is not reflected in the Financial Statements; (vii) in the event any Contract of Seller that is required to be disclosed in Section 2.12(a) of the Disclosure Schedule is not so disclosed, and is identified, Purchaser may at its sole discretion elect to exclude such Contract from the Purchased Assets, and such Contract shall thereupon be deemed an Excluded Asset; (viii) all Books and Records prepared in connection with this Agreement or the Transactions, and original minute books, Governing Documents (subject to Section 4.14), corporate records seals, stock ledgers and stock books all of Sellers or their Affiliates; Seller’s Tax Returns (d) rights that accrue or will accrue to Sellers under this Agreement and any work papers related thereto), taxpayer and other agreements, certificates and instruments relating to the transaction; (e) all rights, titleidentification numbers, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustmentsany refunds of Taxes related to any period, if anyor portion thereof, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending paid on or prior to the ClosingClosing Date; (ix) all assets sold or otherwise disposed of during the period from the date hereof until the Effective Time in accordance with the terms herewith; (x) all Employee Benefit Plans and assets thereof, including claimsemployee handbooks, refunds employment agreements and loss carryforwardsall personnel records required by Law to be retained by Seller; (xi) all insurance policies owned by or issued to Seller; provided, that to the extent that the right to recover under any such policy and benefits with respect thereto relate to the pre-Closing diminution in the value of any Purchased Asset which diminution is not reflected on the Financial Statements or otherwise reflected in the Final Closing Net Working Capital, such right to recover and benefits with respect thereto shall be Purchased Assets; and (ixii) the computer software systems rights of Seller under this Agreement and the other Transaction Documents. Copies of all documents, agreements and other intellectual property listed on Schedule 2.2(i) (the “information related to Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities Assets shall be provided prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresClosing to Purchaser.

Excluded Assets. Notwithstanding anything herein to the contrary, The Acquired Assets shall not include any of the following assets are not intended assets, properties and rights of Transferor, all of which shall be deemed retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Transferor (the “Excluded Assets”): ): (a) all cash and cash equivalentsequivalents and marketable securities, marketable securities other than those specified in Sections 2.01(a) and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.2.01(b); ; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans the Letter of Credit Collateral (including all assets and proceeds but subject to the obligation with regard to the Letter of all the foregoing) and records relating thereto, except as set forth Credit Collateral specified in Section 10.9; 8.08); (c) all organizational documentsminute books, corporate stock records and stock books corporate seals of Sellers Transferor; (i) the right to be reimbursed for any Advances made by the Transferor prior to the Closing Date, (ii) those loans receivables that are being held for investment rather than being held for sale to the Agencies, which are listed in Schedule 2.02(d)(ii), (iii) all Servicing Rights and all rights to receive Servicing Fees with respect to Mortgage Loans that have been foreclosed or their Affiliates; (d) rights have been assigned to special asset management, or its equivalent, of any Agency prior to the Closing Date, which are listed on Schedule 2.02(d)(iii), or are moved into that accrue or will accrue to Sellers under category between the date of this Agreement and the Closing Date, and (iv) all rights to receive Servicing Fees allocable to periods before the Closing Date, with any other agreements, certificates Servicing Fees paid with regard to periods that begin before and instruments relating end after the Closing Date being allocated between Transferor and Acquiror on the basis of the number of days in the period in which the fees relate that are before or after the Closing Date (with any sums that are paid to Acquiror on or after the transaction; Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to Transferor); (e) other than those described in Section 2.01(q) and subject to Section 2.01(o), all rightsinsurance policies and rights thereunder, title, and interest including all insurance proceeds that Transferors have a right to receive as of Sellers and their Affiliates in and to the name “HealthSouthClosing Date;” (f) originals or copies of all Books and Records existing as of the Closing Date that Transferor is required by Law to retain in its possession, or that Transferor reasonably determines it may need in connection with the preparation or audits of Tax Returns, the preparation of financial statements, the conduct of litigation or involvement in governmental investigations, or for other purposes related to the ongoing activities of Transferor or its Affiliates (so long as the use of such Books and Records does not violate any non-competition obligations of Transferor or its Affiliates), provided, that Acquiror is provided with the originals or complete copies thereof; (g) all claims for and rights to settlement and retroactive adjustments, if any, for open cost reporting refunds of Taxes that relate to periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms conduct of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; Business prior to Closing Date; (h) all rights relating to Taxes for periods ending on or prior to the Closingin connection with, including claimsand assets of, refunds and loss carryforwards; Benefit Plans; (i) all rights of Transferor under this Agreement and the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Transaction Documents; (j) all accounts receivable generated in connection with the operations claims of the Facilities prior Transferor against Third Parties relating to ClosingRetained Liabilities; and (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the FacilitiesContracts, but which assets are located at the Facilities; assets, rights and (m) all HealthSouth policies and proceduresclaims described in Schedule 2.02(k).

Excluded Assets. Notwithstanding anything herein to the contraryThe Purchased Assets do not include, the following assets are and Seller is not intended by the parties to be a part selling, assigning, transferring, conveying or delivering, and Buyer is not purchasing, acquiring or accepting from Seller any of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets assets, properties or rights set forth in this Section 2.2 (collectively, the “Excluded Assets”): ): (a) subject to Section 2.1(k) of this Agreement, all cash, cash equivalents and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital bank accounts of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies and programsall Contracts that are not Assigned Contracts (the “Excluded Contracts”), all related premiums and refundsincluding, employee benefit and pension plans (including all assets and proceeds of all but not limited to, the foregoingContracts listed on Schedule 2.2(b) and records relating thereto, except as set forth all Benefit Plans and related contracts covering Business Employees in Section 10.9; the U.S.; (c) all organizational documentsthe corporate seals, corporate records and Charter Documents, minute books, stock books, Tax Returns, books of Sellers account or their Affiliates; other records having to do with the corporate organization of Seller; (d) all Policies and, subject to Section 2.1(i) hereof, all rights and benefits thereunder; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) the rights that accrue or will accrue to Sellers Seller under this Agreement and any other agreements, certificates and instruments relating to the transaction; Ancillary Agreements; (eg) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, Any Tax refunds for open cost reporting Tax periods ending on or prior to before the Closing Date (whether open or closed) and for Pre-Closing Tax Periods except for Tax refunds of any Seller Subsidiary to the extent such Tax refunds represent the carry-back of net operating losses arising from or against during the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any thirdPost-party payor programs that settle on a cost report basis (“Agency Receivables”)Closing Tax Period; (g) the Excluded Contracts; and (h) all rights any Assets relating to Taxes for periods ending on CTC, CTC’s Subsidiaries or prior to the Closing, including claims, refunds CTC’s Affiliates (other than Seller and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”Seller Subsidiaries); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased The Excluded Assets (the “Excluded Assets”): shall consist of: (a) all cash on hand and in banks and cash equivalents, marketable securities and other investments equivalents (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital exclusive of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital letters of Nevada-Las Vegas, L.P.credit issued by customers of Seller to Seller); ; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans Seller’s bank accounts (including all assets and proceeds exclusive of all the foregoing) and records relating thereto, except as set forth bank accounts referred to in Section 10.9; 2.3(c)), checkbooks and cancelled checks; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; those contracts with Seller’s Affiliates set forth on Schedule 2.3(c) hereto; (d) rights that accrue or will accrue in and to Sellers under this Agreement claims and any other agreements, certificates litigation (and instruments relating in each case benefits to the transaction; extent they arise therefrom) against third parties to the extent such claims and litigation are not primarily related to the Purchased Assets or the Assumed Liabilities, and rights in and to claims and litigation (and benefits to the extent they arise therefrom) that relate to Excluded Liabilities; (e) all rights, title, Insurance Policies of Seller and interest of Sellers and their Affiliates rights in and to the name “HealthSouthconnection therewith;” (f) rights arising from any refunds due with respect to settlement insurance premium payments to the extent they relate to Insurance Policies which constitute Excluded Assets and retroactive adjustmentsrefunds due from federal, if anystate, local and/or foreign taxing authorities with respect to taxes heretofore paid by Seller; (g) Seller’s rights under this Agreement; (h) Seller’s corporate charter and the organizational documents, minute and stock record books, corporate seal, Tax Returns (including supporting materials but excluding any documents relating to Seller’s rights under the Nebraska Agreement; provided, that copies of Tax Returns and such documents may be retained by Sellers), all original financial statements and supporting materials, all books and records Seller is required by law to retain, and all records of Seller relating to the sale of the Purchased Assets and any documents relating to any Excluded Assets; (i) any right or interest in and to any Tax Asset, other than Prepaid Taxes, for open cost reporting periods (or portions thereof) ending on or before the Closing Date and any rights under the Nebraska Agreement accruing on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Date; (j) each Plan, including all accounts receivable generated in connection with the operations of the Facilities prior to Closing; assets related thereto; (k) all intercompany receivables and payables and the agreements set forth on Schedule 2.3(k); and (l) those assets specifically identified the assets, if any, described on Schedule 2.2(l2.3(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the Purchased Assets shall not include the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (a) cash Cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Cash Equivalents; (b) insurance policies all accounts or notes receivable held by Seller, and programsany security, all claim, remedy or other right related premiums and refunds, employee benefit and pension plans to any of the foregoing (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; “Accounts Receivable”); (c) all Contracts, including Intellectual Property Licenses, that are not Assigned Contracts (the “Excluded Contracts”); (d) the corporate seals, organizational documents, corporate records and minute books, stock books, Tax Returns, books of Sellers account or their Affiliates; other records having to do with the corporate organization of Seller; (de) all Benefit Plans and assets attributable thereto; (f) the assets, properties and rights that specifically set forth on Section 2.02(d) of the Disclosure Schedules; (g) the rights which accrue or will accrue to Sellers Seller under this Agreement and any other agreementsthe Transaction Documents; (h) Excluded Patents; (i) Retained Patents, certificates and instruments relating provided that Seller Parent shall grant an exclusive license to Buyer Parent or its designee pursuant to the transaction; License Agreement; (ej) all rightsinsurance benefits to Seller, titleincluding rights and proceeds, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or arising prior to the Closing Date (whether open or closed) arising from or against relating to the U.S. Government under Business, the terms of Purchased Assets or the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Assumed Liabilities; and (“Agency Receivables”); (g) the Excluded Contracts; (hk) all rights relating to Taxes for periods ending on any Actions of any nature available to or being pursued by Seller to the extent related to the Business and to the extent related to actions or omissions prior to the Closing, including claimswhether arising by way of counterclaim or otherwise, refunds and loss carryforwards; (i) except to the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection extent that such rights are associated with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresAcquired Patents.

Excluded Assets. Notwithstanding Except as specifically set forth in the Collateral Agreements and notwithstanding anything herein in Section 2.1 to the contrary, it is hereby expressly acknowledged and agreed that the following Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the rights, properties or assets are not intended set forth or described in paragraphs (a) through (h) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the parties to be a part terms of the sale and purchase contemplated hereunder and are excluded Section 2.1 from the Purchased Assets (being referred to herein as the “"Excluded Assets”): "), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's or the applicable Subsidiary's financial statements: (a) cash and any of Seller's or any Affiliate of Seller's receivables, cash, cash equivalents, marketable securities and other bank deposits or similar cash items, minority investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); or employee receivables; (b) insurance policies any (i) confidential personnel records pertaining to any Business Employee, or (ii) other books and programsrecords that Seller or any Affiliate of Seller is required by Law to retain; provided, all related premiums however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and refundsother books and records that relate to the CATV Business, employee benefit the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and pension plans (including all assets iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the CATV Business and proceeds of all the foregoingcontained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(a) and records relating thereto, except as set forth in Section 10.9; (b); (c) all organizational documentsany claim, corporate records and stock books right or interest of Sellers Seller or their Affiliates; any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (d) subject to Section 5.8, any rights that accrue to, or will accrue to Sellers under this Agreement and any other agreementsthe use of, certificates and instruments relating to the transaction; "Agere" or "Agere Systems" trademarks; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (f) any insurance policies or rights of proceeds thereof; (g) except as specifically provided in Section 5.4, any of the assets of the Benefits Plans; and (h) all rights any rights, claims or causes of action of Seller or any Affiliate of Seller against Third Parties relating to Taxes for periods ending on the assets, properties or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified CATV Business of Seller or any Affiliate of Seller arising out of transactions occurring on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with or before the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrarygenerality of Section 1.1, the following those assets, properties and rights of Seller and its Affiliates described below, together with any assets are not intended by the parties to be a part described on Schedule 1.2 of the sale and purchase contemplated hereunder and are excluded from Seller Disclosure Letter, shall be retained by Seller or an Affiliate of Seller as the Purchased Assets case may be (collectively, the “Excluded Assets”): ) and shall not be conveyed to Buyer: (a) cash all Accounts Receivable as of the Cutoff Date and all Medicare and Medicaid incentive payments (“EHR Funds”) for meaningful use of electronic health record technology (inclusive of any EHR Funds received by Seller in or with respect to its fiscal year ending June 30, 2011), in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (b) all cash, cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital rights to bank accounts existing as of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Cutoff Date; (c) all organizational documentsdeposits, corporate records advances, pre-paid expenses and stock books credits existing as of Sellers or their Affiliates; the Cutoff Date (collectively, the “Seller Deposits”); (d) the names SunLink, SunLink Health Systems, SunLink Healthcare and HealthMont of Georgia and all iterations thereof; (e) any Permit that by its terms or by law is not transferable to Buyer; (f) all receivables, claims and settlements made pursuant to the Indigent Care Trust Fund of the State of Georgia (“ICTF”) paid with respect to the State of Georgia’s fiscal year ending June 30, 2012; (g) the charter documents of the Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller; (h) any rights that accrue to causes of action, lawsuits, judgments, claims, defenses, and demands, of any nature available to or will accrue being pursued by the Seller with respect to Sellers the Excluded Assets or the Excluded Liabilities (as defined below) whether or not accrued and whether or not disclosed and all rights and defenses in respect of obligations or liabilities not assumed by the Buyer; (i) all refunds, loss carryforwards, claims and defenses, of whatever nature relating to taxes (including without limitation any interest or penalties and amounts due state unemployment authorities) or insurance arising during or relating to any period prior to Closing; (j) all Seller records relating to the Excluded Assets and Excluded Liabilities (as defined below); (k) all ownership and other rights in connection with and the assets of Seller’s or its Affiliates’ employee benefit plans, and contracts or agreements related thereto; (l) all rights to proceeds from liability insurance policies relating to claims arising with respect to any Excluded Assets or Excluded Liabilities (as defined below) and all rights to proceeds of property casualty insurance paid to Seller or, payable to Seller to the extent such amounts reimburse Seller for amounts previously expended to repair or replace any Purchased Asset; (m) unless Buyer makes an election to include them pursuant to Section 1.1 of this Agreement, Seller’s Medicaid or Medicare provider numbers and any related Contracts and authorizations; (n) all rights of Seller under this Agreement and any its related documents; (o) the Contracts, Equipment and other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending tangible personal property described on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms Schedule 1.2 of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSeller Disclosure Letter.

Excluded Assets. Notwithstanding anything herein to Buyer and Seller expressly understand and agree that all assets of Seller and its Subsidiaries, other than the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Transferred Assets (the “Excluded Assets”): ), shall be excluded from the Transferred Assets, including, but not limited to: (a) cash and cash equivalentsall assets, marketable securities and tangible or intangible, real or personal that are not specifically identified in Section 2.01, including all Intellectual Property other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); than the Transferred Intellectual Property; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; Contracts that are not Transferred Contracts; (c) all organizational documents, corporate records and stock books of Sellers Prepayments associated with Contracts that are not Transferred Contracts or their Affiliates; other obligations not assumed by Buyer; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; all Seller Accounts Receivable; (e) all rights, title, Cash and interest of Sellers and their Affiliates in and to the name “HealthSouthCash Equivalents;” (f) rights all Seller Inventory that is not Prepaid Inventory or Additional Inventory; (g) all Employee Plans; (h) all Claims that relate to settlement and retroactive adjustments, if any, for open cost reporting periods ending any of the other Excluded Assets or any of the Excluded Liabilities; (i) all Claims that relate to events or breaches occurring on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs Effective Time that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior relate to the ClosingTransferred Assets, including claimscauses of action, refunds claims and loss carryforwards; (i) rights which Seller or its Subsidiaries may have under any insurance contracts or policies insuring the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Transferred Assets; (j) all accounts receivable generated in connection rights to or claims for refunds of Taxes (including penalties) paid by Seller or its Subsidiaries, including those imposed on property, income or payrolls, to the extent such refunds of amounts were paid with the operations of the Facilities prior respect to Closing; a Pre-Closing Tax Period; (k) all intercompany receivables rights, properties, and payables assets which have been used in the Business and which shall have been transferred (including transfers by way of sale) licensed or otherwise disposed of (either prior to the date hereof or in the ordinary course of business between the date hereof and the Closing Date) not in violation of the terms of this Agreement; (l) those all enterprise software, databases and networks of Seller or its Subsidiaries, including all sales management, engineering, materials, business planning, manufacturing, logistics, finance and accounting systems utilized by the Business; (m) all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Government Authority held by Seller or any of its Subsidiaries other than the Business Permits; and (n) all of the assets specifically identified on Schedule 2.2(l2.02(n), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein any other provision of this Agreement to the contrary, the following assets are not intended by Assets of TribalRides existing on the parties to be a part of Closing Date (collectively, the sale and purchase contemplated hereunder and "Excluded Assets") are excluded from the Purchased Assets and shall remain the property of TribalRides after the Closing: (i) all Retained Liabilities, which shall consist of 100% of the “Excluded Assets”): liabilities of TribalRides; (aii) cash all minute books, seals, equity record books and cash equivalents, marketable securities equity transfer records of TribalRides and Tax Returns and Tax records of TribalRides and the books and records of TribalRides; (iii) all personnel records and other investments records that TribalRides is required by law to retain in its possession; (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (civ) all organizational documentsright, corporate records title or interest of TribalRides under any Contract, other than the Assumed Contracts; (v) all commissions, trade accounts payable and stock books all trade debts payable by TribalRides; (vi) the right of Sellers TribalRides to claim for net refunds of income Taxes or their Affiliates; (d) rights that accrue gross receipts Taxes of TribalRides in excess of deficiencies for any period or will accrue with respect to Sellers under this Agreement and any other agreementsevent, certificates and instruments relating adjustment or occurrence prior to the transaction; Closing Date; (evii) all rightsprepaid Taxes, title, refunds of Taxes and Tax loss carry forwards including interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, thereon or claims therefor for open cost reporting periods any period or portion thereof ending on or prior to the Closing Date Date; (whether open or closedviii) arising from or against the U.S. Government under the terms all insurance policies of the Medicare program or TRICARE and against TribalRides to the extent not transferable; (ix) any state under its Medicaid program and against refunds of insurance premiums with respect to any third-party payor programs that settle on a cost report basis of TribalRides’ insurance policies; and (“Agency Receivables”); (g) the Excluded Contracts; (hx) all rights relating to Taxes for periods ending on or prior of TribalRides under this Agreement, including with respect to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresPurchase Price.

Excluded Assets. Notwithstanding anything contained herein to the contrary, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase from Seller, and the Acquired Assets shall not include, the following assets are not intended by the parties to be a part assets, properties, interests and rights of the sale Seller and purchase contemplated hereunder related books and are excluded from the Purchased Assets records (the “Excluded Assets”): ): (ai) all cash and cash equivalentsequivalents (net of outstanding checks and wires in transit) of Seller as of the Closing Date; (ii) all prepaid rent that has been remitted by Seller under the Leases, marketable securities and any refunds or rights relating thereto; (iii) contracts, agreements, leases, instruments or other understandings (whether written or oral) that are not Assigned Contracts, and any liabilities associated therewith, whether accrued as of the Closing or to accrue thereafter; (iv) all accounts receivable due from Peace Transportation; (v) all rights and interests in and to the bank accounts of Seller established prior to the Closing Date; (vi) all equity and other investments ownership interests in Seller; (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (bvii) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records minute books, and stock books other documents relating exclusively to the organization, maintenance and existence of Sellers or their Affiliates; Seller as an entity, including taxpayer and other identification numbers, Tax Returns, Tax information and Tax records; (dviii) the rights that accrue or will accrue to Sellers of Seller under this Agreement and the other Transaction Documents; (ix) any other agreements, certificates and instruments refunds (or rights thereto) relating to the transaction; (e) Taxes attributable to Seller for all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date Date; (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (gx) the Excluded Contracts; (h) all rights relating sponsorship of and any assets maintained pursuant to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with any benefit or compensation plan, policy, program, contract, agreement, or arrangement at any time maintained, sponsored, contributed or required to be contributed to by Seller or any of its Affiliates or with respect to which Seller or any of its Affiliates has any current or contingent liability or obligation; and (xi) office furniture and fixtures and the operations of the Facilities prior to Closing; (k) all intercompany receivables other assets, properties, interests and payables and (l) those assets specifically identified rights set forth on Schedule 2.2(l1.1(b)(ix), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein contained in Section 2(a) to the contrary, the Seller is not selling, and the Buyer is not purchasing, any assets other than those specifically listed or described in Section 2(a), and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets are not intended of the Seller Entities, all of which shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Seller Entities (collectively, the “Excluded Assets”): ): (ai) all of the Seller’s and its Affiliates’ cash and cash equivalents; (ii) the Seller’s and its Affiliates’ corporate books and records of internal corporate proceedings, marketable securities tax records, work papers and books and records that the Seller and its Affiliates are required by Law to retain, provided, however, that to the extent such items are substantially related to a Transferred Assets or an Assumed Liability, Seller will provide copies of the same upon Buyer’s request and at Buyer’s expense; (iii) all rights in the following names and marks and any variation or derivation thereof: “Flowserve” and such other investments names and marks set forth on Schedule 2(b)(iii); (iv) all of the Seller’s and its Affiliates’ bank accounts; (v) all accounting records (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoingrecords relating to Taxes) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments internal reports relating to the transaction; business activities of the Seller and its Affiliates that are not Transferred Assets; (evi) all rights, title, and any interest in or right to any refund of Sellers and their Affiliates in and Taxes relating to the name “HealthSouth;” Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any taxable period (for portion thereof) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date Date; (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (hvii) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated records prepared in connection with the operations sale of the Facilities prior Business, including bids received from third persons and analyses relating to Closing; the Business; (kviii) any insurance policies and rights, claims or causes of action thereunder; (ix) any assets of or relating to any Employee Plan, except as otherwise specifically provided in Section 2(a)(xi) of this Agreement (relating to assets held for the satisfaction of certain obligations or liabilities with respect to Non-U.S. Business Employees); (x) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation rights to receive division or corporate-level services of the Facilitiestype currently provided to the Business by the Seller or any of its Affiliates; provided, but which assets are located at however, that nothing contained herein shall limit Seller’s obligation to provide services under the Facilities; and Transition Services Agreement; (mxi) all HealthSouth policies rights, claims and procedurescauses of action relating to any Excluded Asset or any Excluded Liability; (xii) the assets of the Seller listed in Schedule 2(b)(xii); (xiii) all rights of the Seller under this Agreement and the Ancillary Agreements; (xiv) the Accounts Receivable, Contracts and other agreements listed in Schedule 2(b)(xii); and (xv) the Excluded Accounts Receivable.

Excluded Assets. Notwithstanding anything herein to the contraryThe Property shall not include, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder there is excepted, excluded, and are excluded retained from the Purchased Assets transaction contemplated by this Agreement (the “Excluded Assets”): ): (a) cash All deposits, surety bonds, rights under any letters of credit, and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest collateral pledged to secure any liability or obligation of Seller in Houston Rehabilitation Associates and Rehabilitation Hospital respect of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the Property; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) All general corporate books and records relating theretoto Seller’s business generally, except as set forth in Section 10.9; even if containing references to the Property; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; All Income Tax returns; (d) rights All technical data that accrue is not transferable pursuant to a third-party agreement (or will accrue which was transferable, but only with the payment of a fee, cost or expense that Buyer did not elect to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; pay); (e) All trade credits, accounts, receivables and all rightsother proceeds, title, and interest of Sellers and their Affiliates in and incomes or revenues attributable to the name “HealthSouthProperties with respect to any period prior to the Effective Time;” (f) rights All claims and causes of action of Seller attributable to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or any period prior to the Closing Date (whether open or closed) Effective Time except those claims and causes of action arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); with respect to Assumed Obligations; (g) All refunds or loss carry financials with respect to (i) taxes (other than Income Taxes) attributable to the Properties for any period prior to the Effective Time, (ii) Income Taxes or (iii) any taxes attributable to Excluded Contracts; Assets; (h) all All obligations for which Seller owes Buyer indemnity under Section 8.02 and audit rights relating arising under any of the Applicable Joint Operating Agreements with respect to Taxes for periods ending on or any period prior to the Closing, including claims, refunds and loss carryforwardsEffective Time; and (i) Documents prepared by or for Seller with respect to (i) lists of prospective purchasers for the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations sale of the Facilities prior to Closing; Properties compiled by Seller, (kii) all intercompany receivables and payables bids submitted by other prospective purchasers for such transaction and (liii) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list analyses by Seller of assets that are not owned any bids submitted by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresany prospective purchaser.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, neither the City nor the Hospital are transferring, conveying or assigning to SEARHC, and SEARHC is not acquiring from the City or the Hospital, the following assets are not intended by assets, which shall remain the parties to be a part property of the sale and purchase contemplated hereunder and are excluded from City after the Purchased Assets Closing (the “Excluded Assets”): ): (a) All cash and cash equivalentsequivalents (including, except as otherwise provided herein, Prepaid Expenses), including investments in marketable securities and other investments (including Sellers’ Affiliates’ partnership interest certificates of deposit, and the accounts in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); which those assets are deposited; (b) insurance policies All Contracts and programscontract rights identified on Schedule 1.2(b) (collectively, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; “Excluded Contracts”); (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; All Accounts Receivable; (d) All Agency Settlements; (e) All Employee Benefit Plans of any nature whatsoever applicable to the City’s or the Hospital’s employees who have provided services associated with the Business; (f) The deposits, escrows, prepaid expenses or other advance payments, claims for refunds and rights that accrue to offset in respect thereof, of the City or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments the Hospital relating to the transaction; Business and set forth on Schedule 1.2(f) (ecollectively, the “Prepaid Expenses”); (g) all rightsThe corporate record books, titleminute books, corporate seals, and interest tax records of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustmentsCity or the Hospital; provided, if any, for open cost reporting periods ending however that on or prior to the Closing Date (whether open or closed) arising from or against Effective Time, the U.S. Government under the terms City will provide SEARHC with copies of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; foregoing; (h) all rights relating All personnel records and other books and records of any kind that the City is required by applicable Law to Taxes for periods ending on or prior retain in its own possession; provided, however, that copies of such books and records shall be provided to SEARHC at the Closing, including claimsto the extent included among the Transferred Records, refunds and loss carryforwards; unless prohibited by applicable Law; (i) All Claims of the computer software systems and other intellectual property listed on Schedule 2.2(iCity or the Hospital (whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or otherwise) (against third parties relating to the “Excluded Intellectual Property”); Assets; (j) all accounts receivable generated in connection with the operations All claims for refunds of the Facilities prior to Closing; Taxes, if any, and other governmental charges of whatever nature; (k) all intercompany receivables and payables and All Real Property of the City, other than the Real Property Leases; (l) those The property and assets specifically identified described on Schedule 2.2(l1.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and ; (m) all HealthSouth All rights of the City or the Hospital under this Agreement or any agreement contemplated hereby; (n) All insurance policies other than those described on Schedule 1.1(n); (o) All assets and proceduresrights of the City or the Hospital unrelated to the Business; and (p) All provider numbers (including CCN and NPI numbers) related to any Government Reimbursement Program associated with the Business other than those associated with the SNF and the HHA. For the avoidance of doubt the Medicare provider agreement associated with the CAH Hospital is an excluded asset.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the following assets are (collectively, the “Excluded ReShape Assets”) shall not intended by the parties to be a part of the sale and purchase contemplated hereunder hereunder, and are excluded from the Purchased Assets (ReShape IGB Assets, and shall remain the “Excluded Assets”): property of Apollo after the Closing: (a) cash and cash equivalentsany assets of ReShape or its Affiliates, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest not exclusively used in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the ReShape IGB Business; (b) any Tax Returns and Tax records of ReShape, and all Tax assets of ReShape and its Affiliates, including all losses, loss carryforwards and rights to receive refunds, credits, advance payments, and loss carryforwards to the extent attributable to Taxes of ReShape that constitute Excluded ReShape Liabilities; (c) insurance policies and programsClaims thereunder, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all in each case relating to the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; ReShape IGB Business prior to Closing; (d) rights that accrue all cash, cash equivalents and/or Accounts Receivable of ReShape or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; of its Affiliates; (e) all rights, title, and interest real property interests of Sellers and their Affiliates in and to the name “HealthSouthReShape or any of its Affiliates;” (f) any assets of ReShape or any of its Affiliates, tangible or intangible, wherever situated, not included in the ReShape IGB Assets; (g) all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any of its Affiliates other than the ReShape IGB Books and Records; (h) all claims and counterclaims relating to any Excluded ReShape Liabilities or Excluded ReShape Assets; and (i) all claims, remedies and/or rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government of ReShape under the terms of the Medicare program this Agreement or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresTransactional Agreement.

Excluded Assets. Notwithstanding anything herein any provision in this Agreement to the contrary, Sellers shall not be deemed to sell, transfer, assign, convey or deliver, and Sellers will retain all right, title and interest to, in and under the following assets are not intended by the parties to be a part assets, properties, interests and rights of the sale Sellers and purchase contemplated hereunder and are excluded from the Purchased Assets their Affiliates (whether owned, licensed, leased or otherwise) (the “Excluded Assets”): ): (a) cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books minute books, in each case to the extent solely pertaining to the organization, existence or capitalization of Sellers; (b) any (i) records, documents or other information solely to the extent relating to current or former Employees who is not or does not become a Transferred Employee and any materials to the extent containing information about any Employee, disclosure of which would violate applicable Law and (ii) all attorney-client privilege and attorney work-product protection of Sellers or associated with their Affiliates; businesses solely to the extent arising with respect to legal counsel representation of Sellers or its Affiliates or their businesses in connection with the transactions contemplated by this Agreement or any of the Transaction Documents (such documents described in clauses (i) and (ii), collectively, the “Excluded Records”); (c) subject to Section 2.05, any Contract that is not a Purchased Contract and Contracts with Affiliates of Sellers (collectively, the “Excluded Contracts”); (d) rights all rights, claims or causes of action that accrue or will accrue to Sellers under any Seller or any of their Subsidiaries pursuant to this Agreement and or any of the other agreements, certificates and instruments relating to the transaction; Transaction Documents; (e) subject to Section 2.01(q), all rights, title, and interest Tax attributes that are not transferred by operation of Sellers and their Affiliates in and to the name “HealthSouthapplicable Tax Law;” (f) rights to settlement and retroactive adjustmentsother than the Purchased Shares, if any, for open cost reporting periods ending on all shares of capital stock or prior to the Closing Date (whether open other equity interests of any Seller or closed) arising from or against the U.S. Government under the terms any Subsidiary of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Seller; (g) any Seller Plans set forth on Section 2.03(g) of the Disclosure Schedules (the “Excluded Contracts; Plans” which such Excluded Plans include, in all events, all equity incentive plans and grants thereunder), together with all funding arrangements related thereto (including all assets, trusts, insurance policies and administrative service Contracts related thereto), and all rights and obligations thereunder; (h) all rights relating to Taxes for periods ending on or prior to Retained Cash (if any) and the Closing, including claims, refunds and loss carryforwards; Wind-Down Amount; (i) all proceeds received from the computer software systems and sale or liquidation of any other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); Assets; (j) all accounts receivable generated in connection director and officer insurance policies (including, for the avoidance of doubt, all current and prior director and officer insurance policies), and all rights and benefits of any nature of Sellers with the operations respect thereto (including any claims arising under such policies and all credits, premium refunds, proceeds, causes of the Facilities prior to Closing; action or rights thereunder) (k) all intercompany receivables rights of any Seller against any current or former directors, officers, members, members, partners, shareholders, managers, advisors or other professionals of such Seller, including any Proceedings and payables and Claims (“D&O Claims”); and (l) those assets specifically identified on Schedule 2.2(l)any deposits, which Schedule includes a list of assets that are not owned by Sellersescrows, are not used surety bonds or other financial assurances and any cash or cash equivalents securing any surety bonds or financial assurances, in connection with each case, to the operation of extent solely relating to the Facilities, but which assets are located at Excluded Assets or the Facilities; and (m) all HealthSouth policies and proceduresExcluded Liabilities.

Excluded Assets. Notwithstanding anything herein the provisions of Section 2.01, Seller shall retain all of, and Buyer shall not purchase any of, the right, title and interest of Seller in or to the contrary, the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ), all of which shall remain the exclusive property of Seller, free and clear of any claim of Buyer: (a) all cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Seller; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as Contracts set forth in Section 10.9; 2.02(b) of the Disclosure Schedules (the “Excluded Contracts”); (c) all the corporate seals, organizational documents, corporate records and minute books, stock books, Tax Returns, books of Sellers account or their Affiliates; other records having to do with the corporate organization of Seller; (d) all Benefit Plans and assets attributable thereto; (e) all rights that to any Actions of any nature (i) available to or being pursued by Seller in connection with the conduct of the business of Seller prior to Closing, whether arising by way of counterclaim or otherwise, which are set forth on Section 4.16(a) of the Disclosure Schedules, or (ii) related to the Excluded Assets or the Excluded Liabilities; (f) all materials of Seller containing privileged communications and all materials which are subject to attorney-client, attorney work product or any other privilege, except for such materials relating to the Intellectual Property Assets, Intellectual Property licensed by Seller or Software owned or licensed by Seller; (g) any deferred Tax accounts or Tax attributes of Seller, including any right to any Tax refund, credit or rebate; and (h) the rights which accrue or will accrue to Sellers Seller under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or prior to the ClosingAncillary Documents, including claims, refunds all cash and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); (j) all accounts receivable generated in connection with the operations of the Facilities prior non-cash consideration payable or deliverable to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSeller pursuant to this Agreement.

Excluded Assets. Notwithstanding anything herein contained in Section 2.1 to the contrary, the Endo Companies are not selling, and the Buyers are not purchasing, any assets other than the Transferred Assets, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets are not intended of the Endo Companies, all of which shall be retained by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets Endo Companies (collectively, the “Excluded Assets”): ): (a) cash the Endo Companies’ documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Cases or the Canadian Recognition Case, and cash equivalentsany books and records that any Endo Company is required by Law to retain; provided, marketable securities however, that upon request of Buyers prior to or subsequent to the Closing, the Endo Companies will provide Buyers with copies or other appropriate access to the information in such documentation to the extent reasonably related to Buyers’ operation and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital administration of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the Business; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; 2.1(b)(xv), all rights, claims and causes of action to the extent relating to any Excluded Asset or any Excluded Liability; (c) all organizational documents, corporate records and shares of capital stock books or other equity interests of Sellers any Endo Company or their Affiliates; securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Endo Company (other than the Specified Equity Interests); (d) all rights that accrue or will accrue to Sellers of the Endo Companies under this Agreement and any other agreements, certificates and instruments relating to the transaction; Ancillary Agreements; (e) all rights, title, and interest of Sellers and their Affiliates in and to the name “HealthSouthExcluded Contracts;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms all of the Medicare program rights and claims of the Endo Companies and their bankruptcy estates in any claims or TRICARE and against any state under its Medicaid program and against any third-party payor programs causes of action that settle on a cost report basis are (“Agency Receivables”i) included in the GUC Trust Litigation Consideration; or (ii) Released Claims (each as defined in the Chapter 11 Plan); ; (g) the Excluded Contracts; Regulatory Authorizations; (h) all rights relating to Taxes for periods ending on or prior to the Closing, including claims, refunds and loss carryforwards; Canadian Intercompany Receivables; (i) the computer software systems and other intellectual property those assets listed on Schedule in Section 2.2(i) (of the “Excluded Intellectual Property”); Disclosure Letter; (j) all accounts receivable generated Cash and Cash Equivalents; and (k) all Intellectual Property, Personal Data and Privacy Consents exclusively used or held for use in connection with the operations of the Facilities prior to Closing; foregoing clauses (ka) all intercompany receivables and payables and through (l) those assets specifically identified on Schedule 2.2(lj), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, the Purchased Assets shall not include, Purchaser shall not purchase, and Seller shall retain, all assets of Seller not included in the definition of the Purchased Assets, including the following assets are not intended by the parties to be a part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets (collectively, the “Excluded Assets”): ): (a) cash Cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); Cash Equivalents; (b) insurance policies the accounts and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; notes receivable held by Seller listed on Schedule 2.2(b); (c) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees; (d) all Contracts (i) to which Seller is a party or by which Seller or any of its properties or assets may be bound that are not IP Licenses, Assumed Purchase Orders or Assigned Contracts or (ii) listed on Schedule 2.2(d) (collectively, the “Excluded Contracts”); (e) the corporate seals, organizational documents, corporate records and minute books, stock books, Tax Returns, books of Sellers account or their Affiliates; other records having to do with the corporate organization of Seller; (df) all Employee Benefit Plans and assets attributable thereto; (g) the rights that which accrue or will accrue to Sellers Seller under this Agreement Agreement, the Ancillary Agreements and any other agreements, certificates and instruments relating to the transaction; transactions contemplated thereby; (eh) all rightsinsurance benefits to Seller, titleincluding rights and proceeds, and interest of Sellers and their Affiliates in and to the name “HealthSouth;” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or arising prior to the Closing Date (whether open or closed) arising from or against relating to the U.S. Government under Business, the terms of Purchased Assets or the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis Assumed Liabilities; (“Agency Receivables”); (g) the Excluded Contracts; (hi) all rights relating to Taxes for periods ending on any Actions of any nature available to or being pursued by Seller to the extent related to the Business and actions or omissions prior to the Closing, including claims, refunds and loss carryforwards; (i) the computer software systems and other intellectual property listed on Schedule 2.2(i) (the “Excluded Intellectual Property”); whether arising by way of counterclaim or otherwise; (j) all accounts receivable generated interests in connection with and to refunds of Taxes relating to Pre-Closing Tax Periods or the operations of the Facilities prior to Closing; Excluded Assets; (k) all intercompany receivables the assets, properties, and payables and rights specifically set forth on Schedule 2.2(j) of the Seller Disclosure Schedule; and (l) those all assets specifically identified on Schedule 2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used exclusively or primarily in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresSeller’s Other Businesses.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, except as set forth below, the Acquired Assets shall not include any assets, properties, rights or interests, whether or not relating to the Product, other than those specifically listed or described in Section 2.1 and, without limiting the generality of the foregoing, the Acquired Assets shall expressly exclude the following assets are not intended by the parties to be a part of the sale Reliant and purchase contemplated hereunder and are excluded from the Purchased Assets its Affiliates (collectively, the “Excluded Assets”): ): (a) cash all rights of Reliant and cash equivalentsits Affiliates arising under this Agreement, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital the Other Agreements or from the consummation of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); the transactions contemplated hereby or thereby; (b) insurance policies and programs, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all organizational documents, corporate records and stock books of Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any other agreements, certificates and instruments relating to the transaction; (e) all rights, title, title and interest of Sellers Reliant and their its Affiliates in and to the name “HealthSouthProduct outside of the Territory (including the right to receive any royalties or similar payments from Ethypharm in respect thereof), except for those rights, title and interests transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement and the Assignment of Settlement Agreement;” (c) all rights of Reliant and its Affiliates related to any Excluded Combination Product (it being agreed that any such rights transferred to Oscient pursuant to the Ethypharm Transfer Agreement shall, pursuant to the terms of such agreement, be granted back, licensed or sublicensed to Reliant such that Reliant retains exclusive (even as to Oscient) rights therein); (d) all rights of enforcement, indemnification and similar matters under the Assigned Contracts and Orders related to any periods prior to Closing; (e) all rights of Reliant and its Affiliates in and to any Intellectual Property, whether now existing or hereafter developed or acquired (including the Reliant Brands) other than the Product Intellectual Property; (f) all rights to settlement of Reliant and retroactive adjustments, if any, for open cost reporting periods ending on or prior its Affiliates in and to the Closing Date (whether open or closed) arising from or against Packaging Agreement except as otherwise assigned to Oscient pursuant to the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); Packaging Agreement Assignment; (g) the Excluded Contracts; all Accounts Receivable; (h) all rights relating to Taxes for periods ending cash (including, without limitation, cash on hand and cash in transit), cash equivalents, bank deposits, marketable securities and any advances, pre-payments, deposits or prior holdbacks under any contracts related to the Closing, including claims, refunds and loss carryforwards; Product; (i) except to the computer software systems extent included in the Acquired Assets, all books, documents, records and files (i) prepared in connection with or relating to the transactions contemplated by this Agreement, including, without limitation, confidentiality agreements with, and bids received from, other parties and strategic, financial or Tax analyses relating to the divestiture of the Acquired Assets, the Assumed Liabilities and the Product, (ii) maintained by Reliant or its Affiliates and/or its representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements, or (iii) that constitute attorney work product, attorney-client communications and other intellectual property listed on Schedule 2.2(iitems protected by privilege; provided, however, that Oscient receive a copy of any such records described under clause (ii) (solely to the “Excluded Intellectual Property”); extent related to the Product as necessary for Tax, accounting, litigation or other reasonable business purposes; (j) all accounts receivable generated in connection with rights to refunds of Taxes paid through the operations of the Facilities prior to Closing; Closing Date; (k) all intercompany receivables insurance policies and payables claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Product manufactured by or on behalf of Reliant or its Affiliates other than relating to the Inventory; and (l) those assets specifically identified on Schedule 2.2(l)all assets, which Schedule includes a list of assets that are tangible or intangible, wherever situated, not owned by Sellers, are not used expressly included in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and proceduresAcquired Assets.

Excluded Assets. Notwithstanding anything herein to the contrary, the The following assets are not intended by the parties to be a part and properties of the sale Seller and purchase contemplated hereunder and are excluded from the Purchased Assets its Affiliates (the “Excluded Assets”): ) shall not be acquired by Buyer and are excluded from the Station Assets: (a) cash all of the Cash and cash equivalentsCash Equivalents of the LIN Companies, marketable securities and other investments (including Sellers’ the Seller or any of their Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); ; (b) insurance policies all bank and programsother depository accounts of the Seller, all related premiums and refunds, employee benefit and pension plans (including all assets and proceeds the LIN Companies or any of all the foregoing) and records relating thereto, except as set forth in Section 10.9; their Affiliates; (c) insurance policies relating to either or both of the Stations, and all organizational documentsclaims, corporate records and stock books credits, causes of Sellers Action or their Affiliates; rights, including rights to insurance proceeds, thereunder; (d) rights that accrue or will accrue all interest in and to Sellers under this Agreement and any other agreements, certificates and instruments refunds of Taxes relating to Pre-Closing Tax Periods or the transaction; other Excluded Assets; (e) all rights, title, and interest any cause of Sellers and their Affiliates in and action or claim relating to any event or occurrence prior to the name “HealthSouthEffective Time (other than as specified in Schedule 2.02(e));” (f) rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Excluded Contracts; Seller and its Affiliates; (h) all rights (i) books, records, files and papers, whether in hard copy or computer format, relating to Taxes for periods ending on the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Stations; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the Closing“Excluded Contracts”); (l) other than as specifically set forth in Article VIII, including claimsany Employee Plan and any assets of any Employee Plan sponsored by the Seller, refunds the LIN Companies or any of their Affiliates; (m) all Tax records, other than real and loss carryforwards; personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of the Seller’s rights, title and interest in and to (i) the computer software systems Seller’s name, service names and other intellectual property listed on Schedule 2.2(i) trade names (including, without limitation, the names “Excluded Intellectual PropertyMedia General” or “LIN Media”); , (jii) all accounts receivable generated in connection with the operations URLs and internet domain names consisting of or containing any of the Facilities prior to Closingforegoing; and (kiii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and (p) all intercompany receivables real and payables personal, tangible and (l) those intangible assets specifically identified on Schedule 2.2(l)of the Seller, which Schedule includes a list of assets the LIN Companies and their Affiliates that are not owned by Sellers, are not used in connection with the operation of either or both of the Facilities, Stations but which assets are neither located at nor used primarily with respect to either or both of the Facilities; Stations; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of either or both of the Stations; (mr) all HealthSouth policies capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and proceduresall other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of either or both of the Stations, including any assets of the Seller, the LIN Companies and their respective Affiliates used in the operations of Other Seller Stations.