Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything to It is expressly understood and agreed that the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “"Excluded Assets”"): (a) all cashExcept as otherwise provided in Section 2.1(j), cash and cash equivalents (including or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellersecurities; (b) all rights under any Contracts, including those listed on Schedule 2.02(bExcept as may be agreed pursuant to Section 2.8(g), but excluding any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Assumed ContractsContributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Closing Date; (c) all Company Plans Any of the Contributor's or any Affiliate's right, title and attributable assets ofinterest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or relating totrademarks, indications or descriptions of which such plansnames or any name similar thereto forms a part and (ii) any other trade names, including all recordstrademarks, Contracts trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and arrangements associated with such Company Plansconduct of and are not uniquely applicable to the Contributed Business; (d) any Intellectual Property of Seller not Related All claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the Businessextent they do not relate to the Assumed Liabilities; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with Claims for refunds of Taxes for time periods ending on or before the company organization or existence Closing Date, which Taxes remain the liability of Seller and its company sealContributor under this Agreement; (f) Subject to the Master Intellectual Property Agreement, any and 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 Intellectual Property and Trademarks of the transactions contemplated herebyContributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) any refunds All items sold in the ordinary course of Taxes for any Pre-business prior to the Closing Tax Period Date, none of which individually or for which Seller is liable pursuant in the aggregate are material to Section 6.12;the normal operation and conduct of the Contributed Business; and (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 The tangible assets, intangible assets, real properties, contracts and interests rights primarily used rights, described 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m2.2(h).

Excluded Assets. Notwithstanding anything to Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the contrary in this Agreementfollowing assets, the Purchased Assets shall not include the following constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets (collectivelyas described herein below, the “Excluded Assets”): (a) all cash, cash and cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerSellers; (b) all rights under any Contracts, including those listed on Schedule 2.02(bcorporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f), but excluding the Assumed Contracts) and all Excluded Records; (c) all Company Plans and attributable assets ofContracts of insurance or indemnity, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Planssubject to Section 10.01; (d) any Intellectual Property of Seller not Related all proceeds, income or revenues attributable to the BusinessAssets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) Seller’s Organizational Documents all rights, claims, demands and minute and equity ownership books and records having to do with the company organization or existence causes of Seller and its company sealaction of Sellers under this Agreement; (f) all rights, claimsclaims (including any claim as defined in section 101 of the Bankruptcy Code), creditscauses, causes of action or action, remedies, defenses, rights of set-off that off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller may have arising under this Agreement except to the extent related to the Assets with respect to any period of time on or as a result of after the consummation of the transactions contemplated herebyClosing Date or any Assumed Liability; (g) any refunds refund of Taxes for any Pre-Closing Tax Period costs or for which Seller is liable pursuant to Section 6.12expenses borne by Sellers and not by Buyer; (h) the any Tax Returns and credits, refunds or abatements or other Tax records and reports assets or Tax benefits of Seller Sellers (other than those that are Purchased Assetsallocated to Buyer under Section 7.06); (i) all insurance policies any prepayments or good faith or other deposits submitted by any Third Party under the terms 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 Closingthe Bid Procedures Order; (j) all any of Seller’s intercompany account balances with its AffiliatesSellers’ rights, including those related to claims and causes of action under the ProductsBankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all assets, properties, variations and interests rights primarily used in or held for use in connection with derivations thereof and any Trademarks containing any of the operation of Seller’s wound care and urology businessforegoing; (l) 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 arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that accrue or will accrue are not assignable to Seller under Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, 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; (x) 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 2.02(y) and all other Transaction Documentsassets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (mz) the other any assets of Seller that are or properties otherwise expressly identified on Schedule 2.02(m)as Excluded Assets under this Agreement.

Excluded Assets. Notwithstanding anything contained in Section 2.2 to --------------- the contrary in this Agreementcontrary, the Purchased Acquired Assets shall not include any of the following assets (collectively, the “"Excluded Assets”"): (aA) all cash, All of the Sellers' cash equivalents on hand or on deposit as of the Closing Date; (including marketable securities and short-term investments), bank accounts and their balances (including related B) The Sellers' corporate books and records), lockboxes including the corporate charter and deposits ofbylaws, qualifications to conduct business as a foreign corporation, corporate seals, minute books, stock transfer books, and any rights or interests inother documents relating to the organization, maintenance, and existence of the cash management system of SellerSellers as corporations and a limited partnership, including uncleared checks and drafts received or deposited for the account of Sellerrespectively; (bC) Any and all rights under employment agreements, contracts or other understandings, whether written or oral, to which Sellers are a party, relating to employment by the Sellers of any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsPerson; (cD) all Company Plans and attributable assets ofAny loss, liability, cost or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related expense related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having Sellers' failure to do with the company organization pay 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 discharge 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 creditors that could be asserted against the Products; (k) all assets, properties, and interests rights primarily used in or held for use Buyer in connection with the operation bulk sales laws of Seller’s wound care and urology businessthe applicable jurisdictions; (lE) All accounts receivable, other than the Advertising Allowance, and notes, and other receivables and any security arrangements and collateral securing the repayment or other satisfaction of such accounts receivable and notes, and other receivables; (F) All agreements, commitments, contracts or similar arrangements and all rights that accrue thereunder, of the Sellers (i) related solely to the paging business, (ii) not included in the Purchased Contracts and (iii) not otherwise provided for herein, including, but not limited to, all agreements, commitments, contracts or will accrue similar arrangements and all rights thereunder primarily related to Seller under this Agreement the Seller's paging customers (the "Excluded Agreements"); (G) Customer lists, credit information, the Sellers' accounting records and the other Transaction Documentssupplier pricing information; and (mH) All assets, property, rights and claims of the other Sellers (i) related solely to the paging business, except for the PageNet pagers included in the Inventory, (ii) not included in the Acquired Assets or the Inventory and (iii) not otherwise provided for herein, including, but not limited to, the Seller's paging customers and the excluded intellectual property assets of Seller that are identified set forth on Schedule 2.02(m2.4(H) hereto; provided, however, --------------- -------- ------- that nothing in this Agreement shall preclude the Buyer from using any generic, descriptive or disclaimed term contained in the trademarks listed in Schedule 2.2(B) or Schedule 2.4(H), except for the trademarks listed --------------- --------------- therein in their entireties.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) all cash, of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (including marketable securities except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and shortnot constitute Purchased Subsidiary Pre-term investmentsClosing Cash (the “Transferred Cash”), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or insurance policies relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents Business 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 thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of setthe Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-off that Seller may have arising under License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or as a result of the consummation of the transactions contemplated herebyhereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) any refunds all Purchased Assets sold or otherwise disposed of Taxes for any Pre-in the ordinary course of business during the period from the date hereof until the Closing Tax Period or for which Seller is liable pursuant to Section 6.12;Date in compliance with the terms hereof; and (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 and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Products; (k) all assets, properties, and interests rights primarily used in Business arising on or held for use in connection with prior to the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Closing Date.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, 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 assets (collectively, the “Excluded Assets”): ): (a) all cashcash and cash equivalents, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances other investments (including related books Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and recordsRehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; ; (b) insurance policies and programs, all rights under any Contractsrelated premiums and refunds, employee benefit and pension plans (including those listed on Schedule 2.02(b)all assets and proceeds of all the foregoing) and records relating thereto, but excluding the Assumed Contracts; except as set forth in Section 10.9; (c) all Company Plans organizational documents, corporate records and attributable assets of, stock books of Sellers or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; their Affiliates; (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 Seller 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 Transaction Documentsintellectual 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 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) the other assets of Seller that are identified on Schedule 2.02(m)all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, the Purchased Assets shall not include include, and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey, assign or deliver to NewCo any of the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, assets of the cash management system Pfizer Parties that are not included within the definition of Seller, including uncleared checks and drafts received or deposited for the account of SellerPurchased Assets; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsContracts or intercompany payables or receivables between and among Pfizer and its Subsidiaries; (c) all Company Plans any cash, checks, money orders, marketable securities, short-term instruments and attributable assets ofother cash equivalents, funds in time and demand deposits or relating tosimilar accounts, such plans, including all records, Contracts and arrangements associated with such Company Plansany evidence of indebtedness issued or guaranteed by any Governmental Authority; (d) any Intellectual Property of Seller not Related Rights (including retained rights under the Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the BusinessPatent and Know-How License Agreement) other than the Pfizer Assigned IP Rights; (e) Seller’s Organizational Documents any Pfizer Benefit Plan and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company sealany assets related thereto; (f) all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, all deposits or advance payments with respect to Taxes, and any claims, rights, claimsand interest in and to any refund, creditscredit or reduction of Taxes, causes in each case relating to Excluded Taxes (regardless 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 herebywhen received); (g) all rights, claims or causes of action of a Pfizer Party against Third Parties to the extent relating to any refunds of Taxes for Excluded Asset or any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12Excluded Liability; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Non-Assignable Assets, subject to Section 2.5; (i) all insurance policies of Sellerthe assets, including claims thereunder and any claims Contracts, equipment 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;other property listed on Schedule 2.2(i); and (j) all of Seller’s intercompany account balances with its Affiliates, including those income Tax Returns and records and other Tax Returns to the extent not exclusively related to the Products; (k) all Purchased Programs or Purchased Assets. For the purposes of Section 2.1 and Section 2.2, the terms Purchased Assets and Excluded Assets, as applicable, shall not include any Tax 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets The assets listed below shall be retained by Sellers and shall not include the following assets be transferred to or assumed by either Buyer (collectively, the “Excluded Assets”): (a) all any cash, bank deposits, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, similar cash items held by members of the cash management system of SellerSeller Group, including uncleared checks cash and drafts received or deposited for bank deposits held by the account Subsidiaries supporting any letters of Sellercredit; (b) all rights under the membership interests and any Contractsother Equity Securities in Quail Nuclear Specialty Services, including those listed on Schedule 2.02(b)LLC, but excluding the Assumed Contractsa Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansof Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any Intellectual Property books and records of Seller Sellers, but not Related of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence assets, if any, of Seller and its company sealSellers’ set forth in Schedule 2.2(e); (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 (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated hereby;by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) any refunds all rights of Taxes for any Pre-Closing Tax Period or for which Seller is liable Sellers 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 Seller under this Agreement and the any other Transaction Documents; and (m) the other assets Ancillary Agreement to which either one of Seller that are identified on Schedule 2.02(m)them is a party.

Excluded Assets. Notwithstanding anything Except to the contrary extent expressly set forth in a separate written agreement executed between Sellers and Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Purchased Assets shall not include Assets, including without limitation any of the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related All minute books and records), lockboxes other corporate records of any Seller and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerits affiliates; (b) all rights under any ContractsAll insurance policies and proceeds thereof payable to a Seller or its affiliates (except to the extent of, including those listed on Schedule 2.02(band subject to, the provisions of this Agreement regarding a casualty loss to the Locations following the date hereof), but excluding the Assumed Contracts; (c) all Company Plans All cash, cash equivalents, refunds and attributable assets of, or relating to, such plans, including all records, Contracts accounts receivable of a Seller and arrangements associated with such Company Plansits affiliates; (d) any Intellectual Property of Seller not Related All tax refunds, credits and benefits with respect to the BusinessAssets to the extent the same relate to periods before the Closing; (e) Seller’s Organizational Documents Sellers’ beer permits and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seallottery agreements; (f) All trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all rightsderivatives thereof, claimsand any and all related trademarks and trade dress, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or which are being conveyed to Purchaser as a result of the consummation of the transactions contemplated herebyset forth in Section 1.1(g) above; (g) any refunds of Taxes for any Pre-Closing Tax Period or All deposits and prepaid expenses for which a Seller is liable not given credit pursuant to Section 6.124.7 hereof; (h) the Tax Returns All properties, assets, rights and Tax records business interests of Sellers and reports of Seller their respective affiliates situated at sites other than those that are Purchased Assetsthe Locations; (i) all insurance policies of Seller, including claims thereunder and All personal property owned by any claims third-party at the Locations as particularly identified on Schedule 1.2(i) as being vendor supplied 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 Closingleased (the “Excluded Personal Property”); (j) all of Seller’s intercompany account balances with its Affiliates, including those related All reimbursements to the Productswhich any Sellers are entitled under any state petroleum storage tank fund for Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by Sellers for claims relating to a Location; (k) all assetsAll records, propertiesfiles, ledgers, journals, tax returns, tax records, business and financial records, and interests rights primarily used in or held for use in connection with the operation like of Seller’s wound care each Seller (excluding the Books and urology businessRecords); (l) ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and all assets thereof, the rights that accrue or will accrue Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to Seller under this Agreement the Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and ▇▇▇▇▇▇ Petroleum’s blending operation; (m) The claim against the other Transaction DocumentsTown of Mosheim described in Schedule 5.4; and (mn) The assets to be sold under the other assets of Seller that are identified on Schedule 2.02(m)LGO Asset Purchase Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets Seller shall not include sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (collectively, such assets being collectively referred to hereinafter as the “"Excluded Assets”"): (a) all cash, cash equivalents (including marketable securities rights of Seller and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests inSeller's Affiliates arising under this Agreement, the cash management system Other Agreements or from the consummation of Seller, including uncleared checks and drafts received the transactions contemplated hereby or deposited for the account of Sellerthereby; (b) all of Seller's rights in assets to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under any Contracts, including those listed on Schedule 2.02(bthe brand Abbokinase(R), but excluding the Assumed Contracts; (c) all Company Plans accounts receivable, notes receivable, cash, bank deposits, marketable securities and attributable assets of, intercompany receivable balances owed to Seller or relating to, such plans, including all records, Contracts and arrangements associated Seller's Affiliates with such Company Plansrespect to the Products existing at the Closing Date; (d) any Intellectual Property all rights of Seller and Seller's Affiliates arising under any active contract or agreement not Related to the Businessset forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller’s Organizational Documents 's Affiliates and minute such other similar corporate and equity ownership financial books and records having to do with the company organization or existence of Seller and its company sealSeller's Affiliates as may exist on the Closing Date; (f) all rightsreal property, claimsbuildings, creditsstructures and improvements thereon, causes of action whether owned or rights of set-off that leased by Seller may have arising under this Agreement or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the buildings designated by Seller as a result of the consummation of the transactions contemplated herebyM3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Intellectual Property of Seller or Seller's Affiliates of any refunds kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Taxes for Section 2.1(b), specifically including the trademarks or trade names "▇▇▇▇▇▇," "▇▇▇▇▇▇ Laboratories" and any Pre-Closing Tax Period or for variants thereof, the stylized symbol "A," the ABBOKINASE(R) trademark, and any Intellectual Property to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which Seller is liable will be licensed to Buyer 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(mPatent License Agreement).

Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, the Seller shall have no obligation to sell, convey, transfer, assign or otherwise deliver unto the Acquiror pursuant to this Agreement, and the Acquiror shall have no obligation to purchase or otherwise accept from the Seller pursuant to this Agreement, any of the right, title or interest of the Seller in or to any of the assets of the Seller other than the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):). Without limiting the generality of the foregoing, the Excluded Assets shall expressly include (and, therefore, the Purchased Assets shall specifically exclude) the following: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerCorporate Name; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractshuman resource and other employee related files and records; (c) all Company Plans Books and attributable assets ofRecords, or relating to, such plans, including all records, Contracts other than the Evamist Books and arrangements associated with such Company PlansRecords; (d) subject to Section 8.11, any Intellectual Property insurance policies of Seller not Related to the Businessor its Subsidiaries or rights thereunder or proceeds thereof; (e) Seller’s Organizational Documents and minute and equity ownership books and records having the Evamist FDA Submissions (subject to do with the company organization or existence of Seller and its company sealSection 8.5); (f) all rights, claims, credits, causes of action or rights of setthe Seller Multi-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyApplication Technology; (g) any refunds of Taxes the right to a refund requested from the FDA for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12all of the Evamist NDA filing fee; (h) all right, title and interest of the Tax Returns Seller in and Tax records and reports of Seller other than those that are Purchased Assetsto any real property, whether owned or leased by the Seller; (i) all insurance policies cash, cash equivalents, marketable securities and similar cash items of the Seller, including claims thereunder and any claims whether or benefits in, to or under any express or implied warranties not arising from suppliers of goods or services relating to Inventory sold by Seller prior to Closingthe Evamist Business; (j) all of Seller’s intercompany account balances with its Affiliates, including those refunds and rights to refunds related to the Products;Taxes; and (k) all assetsclaims, propertiesactions, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set off and interests rights primarily used in of recoupment of any kind or held for use in connection nature (including any such item relating to Taxes) relating to the Excluded Assets. *** Certain information on this page has been omitted and filed separately with the operation of Seller’s wound care and urology business; (l) Commission. Confidential treatment has been requested with respect to the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)omitted portions.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementprovisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include include, and Seller is not 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, any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (h) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the “Excluded Assets”): (a) all cashAny Intellectual Property or Information of Seller or any Affiliate other than the Assigned Intellectual Property; b) Any (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, cash equivalents or (including marketable securities and short-term investments), bank accounts and their balances (including related ii) other books and records)records that Seller or any Affiliate of Seller is required by Law to retain; provided, lockboxes however, that Buyer shall have the right, to the extent permitted by Law and deposits ofsubject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and any rights or interests inother books and records that relate to the Seller Business, the cash Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller, including uncleared checks and drafts received Seller or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 Affiliate of Seller other than those that are Purchased Assetsused or held for use primarily in the operation or conduct of the Seller Business; (ic) all insurance policies Any claim, right or interest of SellerSeller or any Affiliate of Seller in or to any refund, including claims thereunder and rebate, abatement or other recovery for Excluded Taxes, together with any claims interest due thereon 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 Closingpenalty rebate arising therefrom; (jd) all The Excluded Contracts, the Non-assignable Licenses and the Excluded Leased Equipment; e) Except as specified in Section 2.1, any of Seller’s intercompany account balances with its Affiliatesor any Affiliate’s rights, including those related claims or causes of action against Third Parties relating to the Productsassets, properties or operations of the Seller Business arising out of transactions occurring prior to, and including, the Closing Date; (kf) all Except as specifically provided in Section 5.4 or the applicable Assignment and B▇▇▇ of Sale and Assumption Agreement for any particular jurisdiction, any of the assets of the Benefits Plans; and g) All other assets, properties, interests 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)or any Affiliate not related primarily to the Seller Business.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset 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 Purchased Assets following assets, which shall not include remain the following assets property of the City after the Closing (collectively, the “Excluded Assets”): (a) all cash, All cash and cash equivalents (including, except as otherwise provided herein, Prepaid Expenses), including investments in marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits ofcertificates of deposit, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Selleraccounts in which those assets are deposited; (b) all All Contracts and contract rights under any Contracts, including those listed identified on Schedule 2.02(b1.2(b) (collectively, the “Excluded Contracts”), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansAll Accounts Receivable; (d) All Agency Settlements; (e) All Employee Benefit Plans of any Intellectual Property of Seller not Related nature whatsoever applicable to the City’s or the Hospital’s employees who have provided services associated with the Business; (ef) Seller’s Organizational Documents The deposits, escrows, prepaid expenses or other advance payments, claims for refunds and rights to offset in respect thereof, of the City or the Hospital relating to the Business and set forth on Schedule 1.2(f) (collectively, the “Prepaid Expenses”); (g) The corporate record books, minute books, corporate seals, and equity ownership tax records of the City or the Hospital; provided, however that on or prior to the Effective Time, the City will provide SEARHC with copies of the foregoing; (h) All personnel records and other books and records having of any kind that the City is required by applicable Law to do with retain in its own possession; provided, however, that copies of such books and records shall be provided to SEARHC at the company organization or existence of Seller and its company sealClosing, to the extent included among the Transferred Records, unless prohibited by applicable Law; (fi) all rightsAll Claims of the City or the Hospital (whether ▇▇▇▇▇▇ or inchoate, claimsknown or unknown, creditscontingent or otherwise) against third parties relating to the Excluded Assets; (j) All claims for refunds of Taxes, causes if any, and other governmental charges of action or whatever nature; (k) All Real Property of the City, other than the Real Property Leases; (l) The property and assets specifically described on Schedule 1.2(l); (m) All rights of set-off that Seller may have arising the City or the Hospital under this Agreement or as a result of the consummation of the transactions any agreement contemplated hereby; (gn) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12All insurance policies other than those described on Schedule 1.1(n); (ho) All assets and rights of 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 City 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 the Hospital unrelated 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 Seller under this Agreement and the other Transaction DocumentsBusiness; and (mp) All provider numbers (including CCN and NPI numbers) related to any Government Reimbursement Program associated with the Business other assets than those associated with the SNF and the HHA. For the avoidance of Seller that are identified on Schedule 2.02(m)doubt the Medicare provider agreement associated with the CAH Hospital is an excluded asset.

Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary in this Agreementcontrary, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include include, and neither Seller nor any of the following Seller Subsidiaries is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller or any of the Seller Subsidiaries, any of the rights, properties or assets set forth or described in Sections 2.2(a) through (collectivelyo) (the rights, properties and assets expressly excluded by this Section 2.2 from the “Purchased Assets being referred to herein as the "Excluded Assets”"): (a) all any cash, cash equivalents (including marketable securities and short-term investments)equivalents, bank accounts and their balances (including related books and records), lockboxes and deposits of, and or similar cash items of Seller or any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account Affiliate of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding Proprietary Subject Matter of Seller or any Affiliate of Seller or Intellectual Property in and to the Assumed Contractssame that is not used or held for use primarily in the operation or conduct of the Business; (c) all Company Plans any (i) confidential personnel and attributable assets ofmedical records pertaining to any Business Employee other than the Transferred Employees; (ii) books and records that Seller or any Affiliate of Seller is required by Law to retain or that Seller reasonably determines are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of such retained books and records that relate to the Business or relating to, such plans, including all records, Contracts any of the Purchased Assets; and arrangements associated with such Company Plans(iii) the information management systems of Seller and any Affiliate of Seller other than (A) those used or held for use primarily in the operation or conduct of the Business and contained within computer hardware included as a Purchased Asset pursuant to Section 2.1 or (B) listed on Schedule 2.1(h) as transferable to Buyer; (d) except as specifically provided in Section 2.10, any Intellectual Property claim, right or interest of Seller not Related or any Affiliate of Seller, other than Avaya Tianjin, in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, to the Businessextent attributable to any Pre-Closing Tax Period; (e) Seller’s Organizational Documents the Excluded Agreements and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company sealNonassignable Licenses; (f) all rightsthe approximately 60 acre parcel of land adjoining the Home Depot Parcel, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of more particularly described on Schedule 2.2(f) (the consummation of the transactions contemplated hereby"Avaya Southeast Property"); (g) except as explicitly set forth in Section 5.4, all the assets of or relating to the Company Plans, and any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12insurance policies, administration contracts and trust agreements pertaining thereto; (h) the Tax Returns and Tax records and reports any rights, claims or causes of action of Seller other than those that are Purchased Assetsor any Seller Subsidiary against Third Parties relating to or arising out of the Excluded Assets and Excluded Liabilities; (i) all insurance policies any of Sellerthe rights, including claims thereunder properties 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 Closingassets set forth on Schedule 2.2(i); (j) all except as explicitly set forth in Section 5.4, any insurance policies or rights of Seller’s intercompany account balances with its Affiliates, including those related to the Productsproceeds thereof; (k) all assetsany claim, properties, and interests rights primarily used right or interest in or held for use in connection with to any capital stock of the operation Seller Subsidiaries or to the minute books, charter documents, stock record books or other books and records that relate to the organization, existence or capitalization of Seller’s wound care and urology businesssuch Seller Subsidiaries; (l) the rights that accrue any Retention Agreement or will accrue to Seller under this Agreement and the collective bargaining agreement other Transaction Documents; andthan those included in Section 2.1 as a Purchased Asset; (m) the Early Retirement Program; (n) the equipment used for carrying out the Designated Remedial Action (as hereinafter defined) pursuant to Section 9.5(b) hereof; (o) all other assets assets, properties, interests and rights of Seller that are identified or any Affiliate of Seller not used or held for use primarily in the operation or conduct of the Business; and (p) except as set forth on Schedule 2.02(m2.2(p), the Singapore Property.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Purchased Assets shall not include the following properties, assets and rights (collectively, 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, cash and cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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; (jii) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all interest in assets, properties, rights, titles and interests rights primarily which are not used in in, useful for or held for use in connection otherwise associated with the operation Business, including assets, properties, rights, titles and interests of Seller’s wound care businesses other than Designs and urology businessall inventory and other 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; (liii) all accounts receivable owed to Seller or Seller’s Affiliates; (iv) all stock and other ownership interests in Seller; (v) Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and 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 Seller as a corporation (provided that Buyer shall be entitled to receive a copy of all such documentation as of the Closing); (vi) claims for and rights to receive Tax refunds relating to the Business with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and Tax Returns relating to the Business with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; and (vii) the Purchase Price and all other rights that accrue or will accrue to of Seller under or pursuant to this Agreement and the Schedules attached hereto and any other Transaction Documents; and (m) the other assets of agreements entered into by Seller that are identified on Schedule 2.02(m)pursuant to this Agreement.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, the Purchased Assets shall will not include include, and Seller and its Affiliates will retain, all the assets, properties, rights and interests of Seller or its Affiliates that are not Related to the Business (other than Personal Property that is physically located on the Owned Real Property or that is reflected on the Financial Statements or the Final Closing Working Capital Statement, or trade accounts or notes receivable of the Business), and all direct and indirect rights, title and interest in and to the following assets assets, properties and rights (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments)equivalents, bank accounts (other than the bank account referenced in Section 2.1(o)) and their balances (including related books and records), lockboxes and deposits of, and any rights marketable securities of Seller or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerits Affiliates; (b) subject to the covenant set forth in Section 5.20, all insurance policies and insurance contracts and all interest in insurance pools and programs and, in each case, all of Seller’s or its Affiliates’ rights under any Contractsthereunder, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsin respect of claims against insurance carriers; (c) all Company Plans and attributable assets ofIntercompany Receivables other than Intercompany Trade Receivables, Factored Receivables or relating to, such plans, including all records, receivables pursuant to Business Contracts and arrangements associated with such Company Plansset forth on Section 5.11 of the Seller Disclosure Schedule; (d) (i) all Tax Returns; (ii) all Books and Records which Seller is required by Law to retain (it being understood, however, that copies of such Books and Records Related to the Business will be, to the extent permitted by Law, included in the Purchased Assets); (iii) all records, reports, correspondence and memoranda prepared or received by Seller or any of its Affiliates (including all analyses relating thereto so prepared or received) and all valuations, expressions of interest and bids received from all Persons, in each case, in connection with the offer or sale of the Business or the transactions contemplated under this Agreement; (iv) all financial statements of Seller or its Affiliates not Related to the Business, and all records, including working papers, related thereto; and (v) any document or other item not Related to the Business subject to attorney-client or similar privilege; (e) any claims, rights and interest in and to any refunds of Taxes of Seller and its Affiliates with respect to the operation of the Business or the Purchased Assets or otherwise for taxable years or periods ending on or prior to the Closing Date and that are included in the Excluded Liabilities, and all beneficial interests in any portion of such a refund with respect to the operation of the Business or the Purchased Assets or otherwise for any taxable year or period beginning before and ending after the Closing Date, but only for the portion of such taxable year or period ending on or prior to the Closing Date; (f) except for Intellectual Property included in the Purchased Assets or transferred to Buyer at the Closing pursuant to Section 2.1 or licensed to Buyer in connection with this Agreement and the transactions contemplated hereby, all Intellectual Property owned or licensed by Seller or its Affiliates, including all rights to the Seller Marks; (g) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, certificates for capital stock, blank stock certificates, and other documents relating to the organization, maintenance and legal existence of Seller as a corporation; (h) all rights of Seller and its Affiliates under this Agreement and any Ancillary Agreement; (i) all rights under, and assets held by, the Seller Benefit Plans, other than the Assumed Plans or as specifically assumed by the Buyer pursuant to Section 5.6; (j) all rights, claims, credits, refunds, causes of action (including counterclaims), defense and rights of set-off against third parties pertaining to the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (k) any deposits or similar amounts or collateral securing any guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance, surety bonds or other similar agreements (each, an “Seller Support Arrangement”); (l) the Contracts listed on Section 2.2(l) of the Seller Disclosure Schedule (collectively, the “Shared Contracts”); (m) the assets listed on Section 2.2(m) of the Seller Disclosure Schedule; (n) the equity interests of any legal Person held by Seller or its Affiliates; (o) the policies and procedures of Seller or its Affiliates that are not Related to the Business; (ep) Sellerall Permits of Seller or any of its Affiliates that are Related to the Business to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such license or such license is otherwise not transferable, including any Federal Aviation Administration Permits and certifications; and (q) all website content that is not Related to the Business and all URLs; and (r) all confidentiality agreements with prospective purchasers of the Business; provided, however, that Seller and its Affiliates shall, at Buyer’s Organizational Documents reasonable request and minute at Buyer’s sole cost and equity ownership books and records having to do with expense in respect of the company organization or existence information subject thereto that constitute Purchased Assets, enforce for Buyer’s benefit the rights 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 Affiliates pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports any breach 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)such confidentiality agreements.

Excluded Assets. Notwithstanding anything 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 contrary in Section 2.1 or elsewhere in this AgreementAgreement (other than as set forth on Schedule 2.1(i)), the Purchased Assets shall do not include the following property or assets of Seller (collectivelyall assets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller[reserved]; (b) all rights under any Contractscash, including those listed on Schedule 2.02(b)cash equivalents, but excluding the Assumed Contractsand bank deposits; (c) all Company Plans certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and attributable assets of, any other debt or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansequity interest in any Person; (d) any Intellectual Property all assets used by Seller in performing corporate, support, administrative and other services from locations outside of Seller not Related to the BusinessTerritory; (e) Seller’s Organizational Documents and minute and equity ownership books and records having all assets relating to do with the company organization or existence of Seller and its company sealBenefit Plans, except for those assets transferred pursuant to Section 7.10; (f) all rightsinformation technology and communications equipment used in connection with any business of Seller other than the Business, claims, credits, causes which for the avoidance of action or rights of set-off that Seller doubt may have arising under this Agreement or as a result also be used in connection with the Business and the operation of the consummation Purchased Assets, such as network resources and integrated systems of Seller to which the transactions contemplated herebyIT 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 refunds 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 Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12the foregoing, the “Retained Agreements”); (h) any assets that have been disposed of by Seller in the Tax Returns ordinary course of business or otherwise in compliance with this Agreement after the date hereof and Tax records and reports of Seller other than those that are Purchased Assetsprior to the Closing; (i) all insurance policies of Seller, including claims thereunder books 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 Closingrecords other than the Documents; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the ProductsSeller Marks and any other Intellectual Property or rights therein; (k) all assets, properties, and interests rights primarily used in any refund or held for use in connection with the operation credit related to Taxes paid by or on behalf of Seller’s wound care and urology business, whether such refund is received as a payment or as a credit against future Taxes payable (except to the extent such Tax payments are charged to Buyer pursuant to Section 3.4 hereof); (l) except to the extent expressly provided in Section 2.1(h), all Claims of Seller against any Person; (m) all insurance policies, and rights thereunder, including any such policies and rights in respect of the Purchased Assets or the Business; (n) the rights that accrue of Seller arising under or will accrue to Seller under in connection with this Agreement Agreement, any certificate or other document delivered in connection herewith, and any of the other Transaction Documentstransactions contemplated hereby and thereby; and (mo) the assets and other assets of Seller that are identified rights set forth on Schedule 2.02(m2.2(o).

Excluded Assets. Notwithstanding anything herein to the contrary, Buyer expressly understands and agrees that the following assets and properties of the Sellers and their respective Affiliates (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) except as set forth in ‎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) subject to ‎Section 2.01(o), the Insurance Policies; (d) all director and officer insurance policies and claims thereunder; (e) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, and all personnel files (except as set forth in ‎Section 2.01(l)) and minute books (and similar corporate records) of the Sellers and their Affiliates; (f) all rights of the Sellers arising under this Agreement or the transactions contemplated hereby (other 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 now or hereafter existing, in, to and under all Contracts (including all collective bargaining agreements to which any of the Sellers or any of their Affiliates are bound), other than (i) the Assumed Leases, (i) the Assumed Contracts and (i) any contractual rights included in the Purchased Intellectual Property (collectively, the “Excluded Contracts”) (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 (p) all assets and properties of the Sellers or any of their Affiliates that are not owned, held or used primarily in the conduct of the Purchased Business. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (aif any asset or property is specifically identified in Sections any of ‎2.01(a) all cash, cash equivalents (including marketable securities and short-term investmentsthrough ‎2.01(v), bank accounts and their balances a corresponding schedule or otherwise (including related books and recordse.g., by reference to the Liquidity Condition in ‎Section 2.01(d)), lockboxes and deposits of, and any rights such asset or interests in, the cash management system property will be deemed for purposes of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 be used in or held for use primarily in connection with the operation conduct of Seller’s wound care the Purchased Business and urology business; (l) the rights that accrue or therefore will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)be a Purchased Asset.

Excluded Assets. Notwithstanding anything to the contrary contained in this AgreementSection 1.2, the parties expressly understand and agree that the Purchased Assets shall not include 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 assets, properties, rights, contracts and claims, whether tangible or intangible, real, personal or mixed (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including equivalents, bank deposits, investment accounts, lockboxes certificates of deposit, marketable securities and short-term investmentsor similar cash items, of Seller or any Subsidiary (other than any Workers’ Compensation Cash Security), bank provided that (i) cash and cash equivalents, deposits and 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 their balances the Closing Date Cash and (including related books ii) any Workers’ Compensation Cash Security shall not be taken into account when calculating Estimated Closing Date Cash and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerthe. Closing Date Cash; (b) all rights any data and records (or copies thereof) required to administer the Benefits of Acquired Company Employees and Business Employees under any ContractsSeller Employee Benefit Plan; (c) except as provided in Section 1.7, any and all insurance policies, binders and claims 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 of Seller’s right, title and interest in the “▇▇▇▇,”, “Westvaco” and “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 2.02(b1.3(h), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 Sellerreal property, including claims thereunder 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 claims 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 benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closingnot currently used (the “Excluded Real Property”); (j) all of the Specialty Chemicals and Specialty Papers business as conducted by the Seller and its Subsidiaries (as described in Seller’s intercompany account balances most recent Form 10-K filed with its Affiliatesthe U.S. Securities and Exchange Commission), including those related to the Productsall assets relating primarily thereto; (k) all assets, properties, and interests rights primarily used in refunds or held for use in connection with the operation credits of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documentsagainst any Excluded Taxes; and (m1) except as set forth on Schedule 1.3(l), all intercompany receivables, payables, loans and investments (i) between Seller or any of its Subsidiaries (other than an Acquired Company), on the one hand, and Seller or any of its Subsidiaries (other than an Acquired Company), on the other assets of Seller that are identified on Schedule 2.02(m)hand, or (ii) required to be settled in accordance with Section 6.5.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets in no event shall not include 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 assets, properties, interests and rights of Sellers (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system asset of Seller, including uncleared checks and drafts received or deposited Sellers that otherwise would constitute a Purchased Asset but for the account fact that it is sold or otherwise disposed of Sellerin the Ordinary Course of Business of Sellers and in conformity with the terms and conditions of this Agreement, during the time from the Agreement Date until the Closing Date, or Purchaser otherwise agrees to such disposition; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsof Seller’s Cash and Cash Equivalents; (c) all Company Plans trade and attributable assets ofnon-trade accounts receivable, or relating to, such plansnotes receivable and negotiable instruments of Seller, including all records, Contracts and arrangements associated with such Company Plansany intercompany Indebtedness; (d) any Intellectual Property of Seller not Related All leases pertaining to the Businessrailcars; (e) Seller’s Organizational Documents copies of any and minute and equity ownership books and records having all information not relating to do with the company organization Business that is stored on Sellers’ computer systems, data networks or existence of Seller and its company sealservers; (f) all rights, claims, credits, causes agreements and contracts of action or rights of set-off that Seller may have arising under this Agreement or as a result of Sellers other than the consummation of the transactions contemplated herebyAssigned Contracts; (g) any refunds all Documents and all personnel records of Taxes for any Pre-Closing Tax Period or for which Seller Sellers’ employees that Sellers is liable pursuant required by Law to Section 6.12retain and is prohibited by Law from providing a copy thereof to Purchaser; (h) the Tax Returns and Tax records and reports all shares of Seller capital stock or other than those that are Purchased Assetsequity interests issued by Sellers or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (i) all insurance policies of Seller, including claims thereunder and any avoidance claims or benefits incauses of action under the Bankruptcy Code or applicable Law (including, to without limitation, any preference or fraudulent conveyance), and all other claims or causes of action under any express other provision of the Bankruptcy Code or implied warranties from suppliers of goods or services applicable laws, solely relating to Inventory sold by Seller prior to ClosingExcluded Assets; (j) all of Seller’s intercompany account balances Claims that Sellers may have against any Person solely with its Affiliates, including those related respect to the Productsany Excluded Assets or any Excluded Liabilities; (k) all assetsSellers’ rights under this Agreement, propertiesthe Purchase Price hereunder, any agreement, certificate, instrument or other document executed and interests rights primarily used in or held for use delivered by Purchaser to Sellers in connection with the operation of Seller’s wound care transactions contemplated hereby, or any side agreement between Sellers and urology businessPurchaser entered into on or after the Agreement Date; (l) all current and prior director and officer insurance policies of the Sellers and all rights that accrue or will accrue of any nature with respect thereto, including all insurance recoveries thereunder and rights to Seller under this Agreement and the other Transaction Documents; andassert claims with respect to any such insurance recoveries; (m) the other 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 of Seller that are identified set forth on Schedule 2.02(m1.2(n); and (o) all Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (p) all Pension Plans; (q) excluded inventory as set forth on Schedule 1.2(q); (r) except to the extent set forth 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 to the contrary in this Agreementherein, the Purchased Acquired Assets shall do not include any right, title and interest of any Seller in the following assets (collectively, the “Excluded Assets”): (a) all cash, any cash and cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, of the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerSellers; (b) all rights under the ITW Purchase Agreement (except to the extent of any ContractsAssigned Section 6.2(g) Rights and Benefits, including those listed on Schedule 2.02(bwhich are Acquired Assets), but excluding together with any and all Ancillary Agreements under and as defined in the Assumed ContractsITW Purchase Agreement (other than the Acquired ITW Ancillary Agreements, the Assigned Transition Services Rights and Benefits and the Assigned Transitional Trademark License Rights and Benefits, which are Acquired Assets); (c) all Company Plans the charter, qualifications to conduct business, arrangements with registered agents, taxpayer and attributable assets ofother identification numbers, seals, minute books and other documents relating to the organization, maintenance, and existence of each Asset Selling Subsidiary as a corporation or relating tolimited liability company, such plans, including all records, Contracts and arrangements associated with such Company Plansas applicable; (d) any Intellectual Property of Seller not Related Contract relating to the Businessissuance of securities or governance of any Asset Selling Subsidiary; (e) Sellerany 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 Organizational Documents reasonable determination, materially and minute and equity ownership books and records having adversely affect such Purchaser, unless Purchaser Parent gives written notice to do with the company organization or existence of Seller and its company sealGraco that it deems such Contract to constitute an Acquired Contract; (f) all rightseach Asset Selling Subsidiary’s books or records relating to internal corporate matters, claimsTax Returns and associated work papers through the Closing Date, credits, causes and any other Books and Records of action any Asset Selling Subsidiary to the extent not related to the Acquired Assets or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyLiquid Finishing Business; (g) all books, documents, records and files of any refunds of Taxes for Asset Selling Subsidiary prepared in connection with or relating in any Pre-Closing Tax Period way to the transaction covered by this Agreement or for which Seller is liable pursuant the Ancillary Agreements, including bids received from other parties and analyses relating in any way to Section 6.12the Liquid Finishing Business; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsreimbursements or refunds owed to any Asset Selling Subsidiary for Taxes for which any Asset Selling Subsidiary is responsible under this Agreement; (i) all insurance any Asset Selling Subsidiary’s rights under any policies of Sellerinsurance purchased by Graco or any Affiliate of Graco, including claims or any benefits, proceeds, or premium refunds payable or paid 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 Closingwith respect thereto (except as provided in Section 6.1(h)); (j) all of Sellerassets held with respect to any Asset Selling Subsidiary’s intercompany account balances Employee Benefit Plans/Schemes (other than any assets held with its Affiliatesrespect to any Assumed Benefit Plans/Schemes, including those related to the Productswhich are Acquired Assets); (k) all assetspersonnel, propertiespayroll, benefits, work authorization, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology businessother associated necessary records related to any Hired Employee that 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 arising out of: (i) the Powder Finishing Business, except to 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 that accrue or will accrue to of any Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Ancillary Agreements.

Excluded Assets. Notwithstanding anything herein to the contrary contrary, Seller shall retain all of its existing right, title and interest in this Agreementand to the following assets, and there shall be excluded from the Purchased Transfer to Buyer hereunder, and the Transferred Assets shall not include include, the following assets (collectively, the “Excluded Assets”): (a) all cashcash and cash equivalents, cash equivalents (including 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 short-term investmentsother similar items (“Cash”); provided, however, Cash shall not include (i) Accounts Receivable, (ii) any items specifically identified in Section 2.1(j), bank accounts and their balances or (including related books and records), lockboxes and deposits of, and iii) any rights or interests in, items specifically included in the cash management system final Net Working Capital for purposes of Seller, including uncleared checks and drafts received or deposited for the account of SellerSection 2.6 hereof; (b) all rights under to any Contractsrefund of Taxes, including those listed on Schedule 2.02(b)deposits for Taxes with any Governmental Entity, but excluding or prepaid Taxes, in each case, to the Assumed Contractsextent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Business or the Transferred Assets, or (y) the other Excluded Assets; (c) all Company Plans rights in connection with and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company of the Benefit Plans; (d) any Intellectual Property all insurance policies and binders of Seller not Related Seller, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to the Businesssuch insurance policies; (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 sealRetained Names; (f) all rightsIntellectual Property Rights of Seller and its Affiliates, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of other than the consummation of the transactions contemplated herebyTransferred Intellectual Property; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12all 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 Tax Returns assets that will be utilized by Seller in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or exclusively related to the Business and Tax records and reports of Seller other than those that are Purchased Assetsnot included in the Transferred Intellectual Property; (i) all insurance policies IT Assets 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 Closingother than the Transferred IT Assets; (j) all rights, claims and causes of Seller’s intercompany account balances with its Affiliates, including those related actions relating to the Productsany Excluded Asset or Excluded Liability; (k) all assets, propertiesconsideration received by Seller pursuant to, and interests all rights primarily used in of Seller under, this Agreement or held for use in connection with the operation of Seller’s wound care and urology businessany Ancillary Agreement; (l) all confidential communications between Seller and its legal counsel and other advisors arising out of or relating to the rights that accrue negotiation, execution or will accrue to Seller under delivery of this Agreement or the Transaction (or the sales process relating to the potential sale of the Business), including any attendant attorney-client privilege, attorney work product protection, and the other Transaction Documentsexpectation of client confidentiality applicable thereto; (m) any asset which is not included as a Transferred Asset; and (mn) all assets described on Section 2.2(n) of the other assets of Seller that are identified on Schedule 2.02(m)Disclosure Letter.

Excluded Assets. Notwithstanding anything herein to the contrary in 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, the Purchased Assets shall not include Agreement any of the following assets Assets of the Sellers or any of their Affiliates (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests Assets not used in, the cash management system of Sellerheld for use in, including uncleared checks and drafts received related to or deposited reasonably necessary for the account operation of Sellerthe Business; (b) all rights under any Contracts, including those listed on Schedule 2.02(b)cash and cash equivalents and marketable securities of the Business, but excluding the Assumed ContractsBuyer Cash; (c) all Company Plans and attributable assets of, equity interests of any Seller or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansany 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 Intellectual Property of Seller not Related their Affiliates and any other books and records that the Sellers or their Affiliates are required to the Businessretain or are prohibited from disclosing or transferring to Buyer under applicable Law or pursuant to any agreement set forth on Schedule 1.2(d); (e) Seller’s Organizational Documents and minute and equity ownership books and records having all rights of the Sellers under Permits to do with the company organization extent not transferable pursuant to applicable Laws or existence by the terms of Seller and its company sealany 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, credits, ) or causes of action or action, choses in action, rights of recovery and rights of set-off of any kind, and 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 Closing; provided that any such rights, claims (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 indemnities relate to the period prior to the Closing and if asserted by Sellers, subject to Section 5.15, (iii) any Liability arising under this Agreement 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 (vi) as a result otherwise set forth on Schedule 1.2(g) (as may be amended from time to time upon the written consent of the consummation of the transactions contemplated herebySeller and Buyer) (collectively, “Excluded Claims”); (gh) 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 the Acquired Assets, the Assumed Liabilities or the Business to the extent 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 with respect to Taxes), other than as provided in Section 1.1(e), Section 1.1(f) and Section 1.1(j); (k) all financial and Tax records relating to (i) the Business that form part of the general ledger of Parent and (ii) any Tax period prior to the TSM Pre-Closing Tax Period; provided, however, that the Sellers shall deliver to Buyer pursuant to the Transition Services Agreement copies of any such records that are used in, held for use in, related to or reasonably necessary for the operation of the Business; (l) all refunds, claims for refunds or prepayments of and prepaid expenses or credits with respect to Taxes for with respect to the Acquired Assets or the Business attributable to any Pre-Closing Tax Period or for which Seller is liable pursuant to Period, other than as provided in Section 6.121.1(f); (hm) all insurance policies of the Tax Returns Sellers or any of their Affiliates, and Tax records all rights to applicable claims and reports of proceeds thereunder; (n) all Seller other than those that are Purchased Shared Assets; (i) all insurance policies attorney-client privilege and attorney work-product protection of Seller, including claims thereunder and any claims the Sellers or benefits in, associated with the Business as a result of legal counsel representing the Sellers or the Business to or under any express or implied warranties from suppliers of goods or services the extent relating to Inventory sold 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 prior to Closingthe extent relating to the structuring, preparation and negotiation of the transactions contemplated by this Agreement; (jp) 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 Seller under this Agreement and the other Transaction DocumentsIT Assets; and (mq) the other assets of Seller that are identified on Schedule 2.02(m)all Accounts Receivable.

Excluded Assets. Notwithstanding anything Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to the contrary in this Agreement, the Purchased Assets shall not include or under any of the following assets (collectively, the “Excluded Assets”): (a) all any cash, cash equivalents (including checks, money orders, marketable securities and securities, short-term investments)instruments and other cash equivalents, bank accounts funds in time and their balances (including related books and records), lockboxes and demand deposits ofor similar accounts, and any rights evidence of indebtedness issued or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerguaranteed by any Governmental Authority; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsAccounts Receivable; (c) all Company Plans and attributable assets of, any Contracts of Seller or relating to, such plans, the Divesting Entities (including all records, Contracts and arrangements associated with such Company Plansthird party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Intellectual Property of Seller not Related to Governmental Authorizations, other than the BusinessTransferred Governmental Authorizations; (e) Seller’s Organizational Documents any deposits or advance payments with respect to Taxes; any claims, rights and minute interest in and equity ownership books and records having to do with any refund or credit of Taxes (x) relating to the company organization Purchased Assets or existence operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and its company sealthe Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all rightspersonnel records, claims(iii) any attorney work product, creditsattorney-client communications and other items protected by attorney-client or similar privilege, causes of action (iv) Tax Returns, Tax information, and Tax records related to Seller or rights of setits Affiliates, and (v) any documents (other than any non-off disclosure or confidentiality agreements that Seller may have arising under this Agreement or as a result constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the consummation Purchased Assets or the Products or that were prepared by Seller or any of the transactions contemplated herebyits Affiliates in connection therewith; (g) any refunds current and prior insurance policies of Taxes for Seller and its Affiliates and all rights of any Pre-Closing Tax Period or for which Seller is liable pursuant nature with respect thereto, including all insurance recoveries thereunder and rights to Section 6.12assert claims with respect to any such insurance recoveries; (h) the Tax Returns and Tax records and reports any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than those that are Purchased Assetsthe Transferred IP Rights; (i) all insurance policies subject to the terms of Sellerany other written agreement between Purchaser and Seller (or any of their respective Affiliates), including claims thereunder and any claims intellectual property or benefits insimilar rights used to manufacture the API, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closingin each case, other than the Transferred IP Rights; (j) all any real estate owned or leased by Seller or any of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assetsany rights, propertiesclaims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and interests similar rights primarily used in favor of Seller or held for use in connection with any of its Affiliates to the operation of Seller’s wound care and urology businessextent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of 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 rights that accrue or will accrue to Seller under this Agreement and the other Transaction DocumentsPurchased Assets; and (mp) 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 other assets 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 Seller any IP Rights that are identified not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Schedule 2.02(m)Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Purchased Assets Closing, the Company shall not include assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of the following assets of the Company (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerExcluded Contracts; (b) any rights, claims and credits (including all rights under guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any Contractsexcluded assets set forth in this Section 1.2, including those listed on Schedule 2.02(b(ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), but excluding the Assumed Contractsother than those that are specifically Purchased Assets under Section 1.1; (c) all the Markers listed on Section 1.2(c) of the Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansDisclosure Letter; (d) any Intellectual Property except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of Seller not Related the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the Businessextent not reflected in the Final Closing Net Working Capital; (e) Seller’s Organizational Documents and minute and equity ownership books and records having all refunds or rebates of Taxes to do with the company organization or existence of Seller and its company sealwhich Sellers are entitled under Section 12.9(g); (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 human resources and other employee-related files and records, other than such files and records relating exclusively to the transactions contemplated herebyTransferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12the Excluded Personal Property; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased AssetsExcluded Software; (i) all insurance policies indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any 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 Closingtheir Affiliates; (j) all of Sellerwithout limitation to Buyer’s intercompany account balances with its Affiliatesrights pursuant to Sections 1.1(k) and 1.1(t), including those related to the ProductsCustomer Database; (k) all assetsdata, propertiesfiles and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and interests rights primarily any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Business.

Excluded Assets. Notwithstanding anything The following assets and properties of WTGS TV, the Seller and their respective Affiliates (whether or not included in the Option Assets) (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets: (a) all of the Cash and Cash Equivalents of WTGS TV, the LIN Companies, the Seller or any of their Affiliates; (b) all bank and other depository accounts of WTGS TV, the Seller, the LIN Companies or any of their Affiliates; (c) insurance policies relating to the contrary Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder; (d) all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of WTGS TV and its Affiliates and the Seller and its Affiliates; (h) all (i) books, records, files and papers, whether in hard copy or computer format, relating to the 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 Purchased Assets shall 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 include the following assets Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded AssetsContracts”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (bl) other 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 rights under any ContractsTax records, including other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(b2.02(n), but excluding the Assumed Contracts; (co) all Company Plans of WTGS TV’s or the Seller’s, as applicable, rights, title and attributable assets interest in and to (i) WTGS TV’s or the Seller’s name, service names and trade names (including, without limitation, the names “▇▇▇▇▇▇▇”, “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or relating marks confusingly similar to, such plans, including all records, Contracts and arrangements associated with such Company Plans;any of the foregoing; and (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; (fp) all rightsreal and personal, claimstangible and intangible assets of WTGS TV, creditsthe Seller, 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 LIN Companies and Tax records and reports of Seller other than those their Affiliates 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 businessthe Station but are neither located at nor used primarily with respect to the Station; (lq) 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 rights operation of the Station; (r) all capital stock or other equity securities of WTGS TV and its Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that accrue are owned beneficially or will accrue to of record by the Seller under this Agreement and the other Transaction Documentsor its Affiliates; and (ms) the all other assets of WTGS TV, the LIN Companies, the Seller that are identified on Schedule 2.02(m)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 contrary in this Agreementcontrary, there shall be excluded from the Purchased sale, conveyance, assignment or transfer from AAR Manufacturing to Buyer hereunder, and the Telair U.S. Assets shall not include include, the following assets and properties (collectively, such retained assets and properties are collectively referred to herein as the “Excluded Assets”): (a) all cash(i) cash and cash equivalents, 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, (including marketable ii) bank accounts of AAR Manufacturing and (iii) investment securities and shortother short- and medium-term investmentsinvestments of AAR Manufacturing, but in each case excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Benefit Plans that are Excluded Assets) and (B) security deposits in the possession of landlords, utility companies or Governmental Authorities (items (A) and (B) collectively, “Cash Deposits”), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsOwned Real Property of AAR Manufacturing; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansrefunds of Taxes of any Seller; (d) all Tax Returns (and related work papers and work product) of any Intellectual Property of Seller not Related to the BusinessSeller; (e) Seller’s Organizational Documents except as expressly provided in Section 5.4, all Seller Benefit Plans and minute and equity ownership books and records having to do any funds held in trust in connection with the company organization or existence of such Seller and its company sealBenefit Plans; (f) all rights, claims, credits, causes of action or rights of set-off that the Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyTrademarks; (g) any refunds the Contracts, computer hardware, stored data, software and documentation owned or licensed by AAR Manufacturing and listed in Section 2.2(g) of Taxes for any Pre-Closing Tax Period or for which the Seller is liable pursuant to Section 6.12Disclosure Letter; (h) any rights or benefits pursuant to any insurance policies of AAR Manufacturing (whether intercompany, self-insurance or otherwise); provided, however, that following the Tax Returns Closing, to the extent acceptable to the insurance carriers of Sellers to which the claim applies, Buyer and Tax records and reports its Affiliates (including the Business) shall continue to have access to, be entitled to make claims on, cause Sellers or its Affiliates to make a claim on (on behalf of Seller other than those Buyer), be entitled to claim benefits from or seek coverage under occurrence based insurance policies of Sellers that are Purchased relate to any claim, act, omission, event, circumstance, occurrence or loss related to the Business Assets, the Transferred Employees or the Assumed Liabilities that occurred or existed on or prior to the Closing Date, it being understood that Buyer shall be responsible for any deductibles or retentions, as well as any costs or expenses, associated with any such claims; (i) all insurance policies any causes of Selleraction, including lawsuits, judgments, claims thereunder and demands of any claims nature of AAR Manufacturing that arose or benefits inarise or relate to events that occur prior to, to at or under following the Closing but only if the same arose, arise out of, or are related to, any express of the other Excluded Assets, whether arising by way of counterclaim or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closingotherwise; (j) all any governmental licenses, permits and approvals of Seller’s intercompany account balances with its AffiliatesAAR Manufacturing, including those related Environmental Permits, that (i) do not exclusively relate to the ProductsBusiness or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (k) all assets, properties, any Books and interests rights Records of AAR Manufacturing (i) to the extent they relate to the businesses of AAR Manufacturing or any of its Affiliates (other than the Business); (ii) that AAR Manufacturing or any of its Affiliates are required to retain pursuant to Law or (iii) that relate primarily used in or held for use in connection with to the operation of Seller’s wound care and urology business;Excluded Assets; and (l) any other assets or rights listed in Section 2.2(l) of the rights Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such assets shall be transferred, prior to Closing, from the applicable Acquired Company or the Satair JV to AAR International or such other entity as directed by AAR International, with such transfer being characterized by the parties hereto as a distribution made prior to the Effective Time. Notwithstanding anything herein to the contrary, in accordance with Section 2.4 Buyer shall pay AAR International for any and all cash, cash equivalents and cash items that accrue are held by any Acquired Company or will accrue the Satair JV at the Closing (such amount expressed in U.S. Dollars regardless of its current currency or form, the “Closing Cash Amount”), which amounts shall be subject to Seller under this Agreement and the other Transaction Documentsadjustment pursuant to Section 2.6; and provided that for purposes hereof (mi) the other assets “Closing Cash Amount” shall be reduced by the aggregate balance of Seller that are identified on Schedule 2.02(m)all outstanding checks as of the Closing, (ii) with respect to cash and cash equivalents of the Satair JV, only 70.5% of such cash and cash equivalents shall be included in the calculation of the “Closing Cash Amount,” (iii) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Germany as of the Closing in excess of $2,000,000 shall be included in the calculation of the “Closing Cash Amount,” and (iv) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Norway and Sweden as of the Closing in excess of $1,500,000 shall be included in the calculation of the “Closing Cash Amount.”

Excluded Assets. Notwithstanding anything in Section 1.1 to the contrary in this Agreementcontrary, the Purchased Assets shall not include any of the following assets of the Seller (collectively, the “"Excluded Assets”"): (a) all cashcash and all accounts, cash equivalents (including marketable securities notes and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerloans receivable; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsfurniture and fixtures; (c) all Company Plans product leases in effect as of the Closing Date and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansreceivables outstanding thereunder (the "Excluded Leases"); (d) any Intellectual Property minute books and stock record books of Seller not Related to the BusinessSeller; (e) any rights under or with respect to any employee benefit plans of the Seller’s Organizational Documents and minute and equity ownership books and records having , except to do with the company organization or existence of Seller and its company seal;extent otherwise provided in Section 5.9 (f) all rights, claims, credits, causes of action amounts billable or rights of set-off that Seller may have arising collectible under this Agreement or customer Contracts with respect to products shipped but not invoiced as a result of the consummation of the transactions contemplated herebyClosing Date; (g) any refunds of Taxes for any Pre-Closing Tax Period contracts, agreements, understandings and arrangements with customers outside the United States or for which Seller is liable pursuant to Section 6.12Canada (the "Foreign Customer Contracts"); (h) all rights, liabilities and obligations under the Tax Returns and Tax records and reports of Seller other than those that are Purchased AssetsExcluded Contracts; (i) all insurance policies claims, warranties, choses of Selleraction, including claims thereunder causes of action, rights of recovery and any claims or benefits in, to or under any express or implied warranties from suppliers rights of goods or services set-off relating to Inventory sold by Seller prior to Closingthe Excluded Assets or the Liabilities Not Assumed; (j) all consideration to be received by and the rights of Seller’s intercompany account balances with its Affiliates, including those related to the ProductsSeller under this Agreement; (k) all assetsoriginal records, propertiesfiles and other information kept for financial reporting purposes or information related to the product leases and the Foreign Customer Contracts, provided however that copies of the foregoing shall be provided to Buyer and considered Purchased Assets, and interests rights primarily used in or held original records, files and other information kept for use in connection with the operation of Seller’s wound care and urology businessincome tax purposes; (l) the rights that accrue or will accrue to Seller under this Agreement all Contracts of insurance and the other Transaction Documents; andproceeds thereof; (m) Permits not relating exclusively to the Business or that are not transferable to Buyer; (n) non-transferable software listed on Schedule 1.2(n) hereto; --------------- (o) all equipment that is subject to any product lease; (p) trademarks, service marks and trade names not set forth in Part 3.9 of the Seller Disclosure Schedule, including the name "▇▇▇▇▇▇" or the words "Productivity Systems," or any derivation thereof and other assets marks (other than "SureMed" or any derivation thereof) which serve to identify Seller or Seller's Productivity Systems business unit; (q) all rights to claims, refunds and causes of action related to the Excluded Assets or the Liabilities Not Assumed; (r) all other assets, properties and rights of Seller that not used primarily in the conduct of the Business and assets or properties located outside of the United States of America and Canada which are used in connection with the Foreign Customer Contracts; (s) in the event the software license agreement between Seller and Sybase, Inc. dated as of August 29, 1996 (the "Sybase Agreement") is not assigned to Buyer, the amount prepaid thereunder as reflected on the Latest Balance Sheet under the account identified on Schedule 2.02(m).as "Software Licenses" included in the "Other Assets" account shall be an "Excluded Asset"; and

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall any Seller be deemed to sell, transfer, assign, convey or deliver, and such Seller shall retain all right, title and interest to, in and under any properties, rights interests or other assets of such Seller other than the Purchased Acquired Assets shall not include the following assets (collectively, the “Excluded Assets”):) which shall include: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including Accounts Receivable of the Sellers to the extent not related books and records), lockboxes and deposits of, and any rights to the Acquired Assets or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerAcquired Businesses; (b) all rights under Equity Interests of any Contracts, including those listed on Schedule 2.02(b), but excluding of the Assumed ContractsSellers’ direct or indirect Subsidiaries; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansof the Sellers’ rights under this Agreement; (d) all of the Sellers’ rights under any Intellectual Property of Seller not Related to the BusinessExcluded Asset; (e) Seller’s Organizational Documents and minute and equity ownership books and records having all Contracts to do with which any Seller is a party other than the company organization or existence of Seller and its company sealAssigned Contracts, including independent contractor agreements; (f) all rightspayments for the purchase of goods, 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 herebyincluding but not limited to customer deposits and prepaid amounts; (g) all Leases to which any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12a party other than the Assumed Leases; (h) the Tax Returns and Tax records and reports all assets of Seller other than those that are Purchased AssetsAlbatross Software; (i) all insurance policies Tax Returns or Tax refunds of Seller, including claims thereunder and a Seller Tax Group or any claims Seller 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 ClosingAffiliate thereof; (j) all of Seller’s intercompany account balances Tax refunds with its Affiliates, including those related respect to the Products;Acquired Assets (excluding, for the avoidance of doubt, any Tax refund described in Section 1.2(i) and any Tax refunds received by the Seller in relation a Tax attributable to the Acquired Assets and paid by the Purchaser after Closing) allocable to a Pre-Closing Tax Period, as determined pursuant to Section 5.11; and (k) all assetssoftware, propertiesIntellectual Property Rights, Computer Systems, and interests rights primarily information technology systems and applications, including the PVS6 gateway and related technology, that are owned, used in in, relate to, or held are necessary for the conduct and performance of (i) services to all lease customers under the existing maintenance services agreements pursuant to which Sellers provide certain operating and maintenance services to those subsidiaries of SunStrong Capital Holdings, LLC who own PV and storage systems (each, an “Owner”), (ii) the existing lease and loan services agreements, pursuant to which SunPower Capital Services, LLC provides certain lease and loan services to the Owners, and (iii) the existing transaction management and asset management agreements pursuant to which SunStrong Capital Holdings, LLC and SunPower Capital Services, LLC provide certain administrative and management services, provided, however, the Sellers shall (A) subject to the entry of an Order by the Bankruptcy Court, provide the purchaser with a license to utilize the PVS6 gateway and related technology with respect to the Acquired Assets and (B) use in connection with commercially reasonable efforts to transfer the operation servicing of Seller’s wound care and urology business;the Acquired Assets to a go-forward servicer; and (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets all computers of Seller Sellers’ employees that are identified on Schedule 2.02(m)ultimately hired by ▇▇▇▇▇▇▇▇▇; provided, however that at such time that the Sellers no longer need to maintain and/or preserve the computers and it is determined that the computers may be transferred, all computers of Sellers will be transferred to Purchaser at no additional cost.

Excluded Assets. Notwithstanding anything to the contrary in foregoing provisions of this AgreementSection 1, the Purchased Assets shall not include the following assets shall not constitute Properties and shall not be sold, assigned or conveyed to Buyer pursuant to Section 1 (collectivelysuch assets as described herein below, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, Permits that are not assignable in connection with the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellertransactions contemplated by this Agreement; (b) all rights under any Contractscrude oil, including those listed on Schedule 2.02(bnatural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Wellbores and disposed of, or in storage tanks or in pipelines past a measuring point, prior to the Effective Time (the “Seller’s Substances”), but excluding the Assumed Contractsand all proceeds attributable thereto; (c) all Company Plans rights and causes of action, arising, occurring or existing in favor of Seller and attributable assets ofto the period prior to the Effective Time or arising out of the operation of or production from the Wellbores prior to the Effective Time (including, or relating but not limited to, such plansany and all contract rights, including all recordsclaims, Contracts receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and arrangements associated with such Company Plansrelating and accruing to the period prior to the Effective Time); (d) any Intellectual Property of Seller not Related all fee interests, overriding royalty interests and royalty interests, and all Executive Rights related to the BusinessWellbores, and any and all right to protest any down-spacing ▇▇▇▇▇, increased density ▇▇▇▇▇, or exception location ▇▇▇▇▇ Seller, or its successors and assigns, may choose to drill; (e) Seller’s Organizational Documents all rights under the contracts identified in Section 1.6 to the extent relating to any properties outside of the Properties described in Sections 1.1 through 1.5, and minute Sections 1.7 and equity ownership books 1.8, and records having specifically to do with the company organization extent any such contracts relate to any additional ▇▇▇▇▇ or existence drilling activities outside of Seller and its company sealthe Wellbores; (f) all rightscorporate, claimsfinancial, creditstax and legal records of Seller; provided, causes however, Buyer will be entitled to copies of action or any such records and rights of set-off that to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, subject to such confidentiality requirements as Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyreasonably require; (g) any refunds all contracts of Taxes for any Pre-Closing Tax Period insurance or for which Seller is liable pursuant indemnity, subject to Section 6.1210; (h) any refund of costs, taxes or expenses borne by Seller attributable to the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsperiod prior to the Effective Time; (i) all insurance policies of Sellerany other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Time, including claims thereunder and any claims right or benefits in, interest in the properties described in Sections 1.1 through 1.8 to or under any express or implied warranties from suppliers of goods or services relating the extent not applicable to Inventory sold by Seller prior to Closingthe Wellbores; (j) all of deposits, cash, checks, funds and accounts receivable attributable to Seller’s intercompany account balances interests in the Properties with its Affiliates, including those related respect to any period of time prior to the ProductsEffective Time; (k) all assetscomputer or communications software or intellectual property (including tapes, propertiesdata and program documentation and all tangible manifestations and technical information relating thereto) owned, and interests rights primarily licensed or used in or held for use in connection with by Seller, other than the operation of Seller’s wound care and urology businessData; (l) the rights that accrue any logo, service ▇▇▇▇, copyright, trade name or will accrue to Seller under this Agreement and the other Transaction Documentstrademark of or associated with Seller; and (m) the motor vehicles and other assets of Seller that are identified on Schedule 2.02(m)rolling stock.

Excluded Assets. Notwithstanding anything The Purchaser and the Seller acknowledge and agree that the Seller does not agree to sell to the contrary in this AgreementPurchaser and the Purchaser does not agree to purchase from the Seller or any of its Subsidiaries other than the Transferred Entities any right, title or interest in, to and under any asset, property or right other than the Equity Interests and the Purchased Assets. Without limiting the generality of the foregoing, the Purchased Assets shall do not include any right, title or interest in, to or under any of the following assets assets, properties or rights of the Seller or any of its Subsidiaries other than the Transferred Entities (collectively, the “Excluded Assets”): (ai) all cash, cash equivalents (including marketable securities and short-term investments), any bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Selleraccount; (bii) all rights under any Contractscash, including those listed on Schedule 2.02(b), but excluding other than Permitted Cash as of the Assumed ContractsEffective Time; (ciii) all Company Plans and attributable assets ofany securities, stock, membership or relating toequity interests or similar ownership rights in any Person, such plans, including all records, Contracts and arrangements associated with such Company Plansother than the Equity Interests; (div) with respect to the Purchased Assets, any Intellectual Property rights to Tax refunds or credits relating to any Tax for any Pre-Closing Period (other than any Tax refunds or credits in respect of Seller Taxes reflected or accounted for in Closing Net Working Capital); (v) the company seal, minute books, charter documents, stock or equity record books and such other books and records pertaining to the organization, existence or capitalization, as well as any other records or materials generally, in each case, not Related to involving or related to, the Purchased Assets or the operations of the Business; (evi) Seller’s Organizational Documents and minute and equity ownership books and records having all Excluded Intellectual Property, except as expressly licensed pursuant to do with the company organization or existence of Seller and its company sealSection 5.10; (fvii) 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 Headquarters Lease (other than any sublease thereof contemplated herebypursuant to Section 5.12); (gviii) any refunds rights 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 Seller under this Agreement and the Ancillary Agreements; (ix) except as otherwise expressly provided in this Agreement, any current and prior insurance policies and any rights of any nature with respect thereto; (x) any claims, defenses, causes of action, choses in action, rights of recovery for reimbursement, contribution, refunds, indemnity or other Transaction Documentssimilar payment recoverable by the Seller from or against any third party to the extent related to any Excluded Liabilities; (xi) except for the IT Assets included in the Purchased Assets, the IT Assets owned or used by the Seller or any of its Affiliates, including those used to provide services under the Transition Services Agreement; (xii) (A) all attorney-client privilege and attorney work-product protection of the Seller or associated with the Business as a result of legal counsel representing the Seller or the Business in connection with the transactions contemplated by this Agreement, the process conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; (B) all documents subject to the attorney-client privilege and work-product protection described in the immediately preceding clause (A); and (C) all documents prepared by the Seller or any of its Representatives, or received by the Seller or any of its Representatives from any Person, in connection with the transactions contemplated by this Agreement, the process conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; provided, however, that the Purchaser shall be entitled to assert (but not, for the avoidance of doubt, to waive) any such privilege or protection in connection with any third party claim not involving the Seller or any of its Affiliates (including for this purpose any ESL Person), on the one hand, and the Purchaser or any of its Affiliates (including for this purpose any Vintage Person), on the other hand; (xiii) any Employee Plan (other than a Company Employee Plan) and any assets of any such Employee Plan; and (mxiv) all rights in respect of any loans made by the Seller or any of its Subsidiaries to current or former employees of the Seller and its Subsidiaries, other assets than current or former Business Employees. For the avoidance of Seller that are identified on Schedule 2.02(mdoubt, subject to Section 5.7(a), the Excluded Assets do not include any assets, properties or rights of the Transferred Entities.

Excluded Assets. Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement to the contrary contrary, Seller and the Other Sellers shall retain (subject to the terms and conditions of the Ancillary Agreements) all of their existing right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Purchaser or Purchaser Assigns pursuant to this AgreementAgreement all of Seller’s and the Other Sellers’ assets other than the Transferred Assets, and the Purchased Transferred Assets shall not include any of the following assets held by Seller or any Other Seller (collectively, the “Excluded Assets”): (ai) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerExcluded Current Assets; (bii) all rights under any ContractsSeller Insurance Policies and, including those listed on Schedule 2.02(bexcept as set forth in Section 2.1(a)(xxiv), but excluding all refunds due from, or payments due on, claims with an insurer in respect of losses arising prior to the Assumed ContractsClosing; (ciii) all Company Plans and attributable assets of, or relating to, such plansthe benefit of any Tax assets, including all recordsTax refunds, Contracts Tax losses, credits or similar benefits relating to the Transferred Assets or the Business that are in existence as of the Closing or that are allocable to a Pre-Closing Taxable Period or to the portion of a Straddle Period ending on and arrangements associated with such Company Plansincluding the Closing Date, except to the extent expressly agreed by this Agreement to be transferred to Purchaser at the Closing; (div) any Intellectual Property of Seller not Related all assets and rights to the Businessextent provided for in Article VII (Employment Matters); (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; (fv) all rights, claims, credits, causes of action and rights to the extent relating to any Excluded Liabilities or to any Liabilities for which Seller or any Other Seller is responsible under this Agreement (including rights of set-off that Seller may have arising under this Agreement off, rights to refunds and rights of recoupment from or as a result of the consummation of the transactions contemplated herebyagainst any Third Party); (gvi) the security deposits made by or on behalf of Seller or any refunds Other Seller (including those relating to Assigned Contracts) set forth on Section 2.1(b)(vi) of Taxes for any Pre-Closing Tax Period or for which the Seller is liable pursuant to Section 6.12Disclosure Schedule; (hvii) the Tax Returns Excluded Real Property and Tax records and reports of any other Real Property owned or leased by any Seller Party other than those that are Purchased Assets(A) the Transferred Real Property, (B) the Real Property Leases, (C) any rights granted to Purchaser and its Affiliates with respect to the applicable Real Property pursuant to the Harrow Lease, the Rochester Leases, the Shared Site Agreements or the Transition Services Agreement, and (D) any rights granted to Purchaser and its Affiliates with respect to the KEPS Plant pursuant to this Agreement; (iviii) 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 Closingthe Excluded Information; (jix) all of Seller’s intercompany account balances with its Affiliates, including those related to the ProductsExcluded IT; (kx) all assetsany right, properties, title and interests rights primarily used in interest under or held for use in connection with the operation of Seller’s wound care and urology businessto any Non-Assigned Asset; (lxi) the rights that accrue or will accrue to Seller under this Agreement Excluded Contracts and Excluded Receivables; (xii) the BFN Assets and the other Transaction DocumentsBFN Swiss Assets; and (mxiii) all assets set forth on Section 2.1(b)(xiii) of the other assets of Seller that are identified on Schedule 2.02(m)Disclosure Schedule.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementThe Buyers expressly understand and agree that all assets, properties and rights of Sellers and any of their respective Affiliates other than the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):) are not being acquired by the Buyers. For the avoidance of doubt, the Excluded Assets shall include: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights real estate owned or interests in, the cash management system leased by a Seller or any of Seller, including uncleared checks and drafts received or deposited for the account of Sellerits Affiliates; (b) all rights under except for the Inventory conveyed pursuant to Section 2.01(b), any Contractsinventory owned or held by a Seller or any of its Affiliates, including those listed on Schedule 2.02(b)raw materials, but excluding the Assumed Contractsgoods in process, finished goods, packaging supplies and labels; (c) all Company Plans and attributable assets of, any manufacturing equipment used or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansheld for use by a Seller or any of its Affiliates; (d) except for packaging materials conveyed pursuant to Section 2.01(b), any Intellectual Property packaging assets used or held for use by a Seller or any of Seller not Related to the Businessits Affiliates; (e) Seller’s Organizational Documents all cash and minute cash equivalents on hand and equity ownership books and records having to do with the company organization or existence of Seller and its company sealin banks; (f) all rightsaccounts receivable, notes receivable and other indebtedness due and owed by any third party to a Seller or any of its Affiliates arising out of or held in connection with the Purchased Assets or the Business; (g) insurance policies relating to the Purchased Assets or the Business and all 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 6.12thereunder; (h) all trademarks and tradenames owned by or licensed to a Seller or its Affiliates (the Tax Returns “Seller Marks”); provided, however, that in no event shall the Seller Marks include (i) the trademarks and Tax records tradenames licensed to any Seller pursuant to the Existing Agreements or (ii) any other trademarks and reports tradenames owned by Buyer or any of Seller other than those that are Purchased Assetsits Affiliates (all of the foregoing in clauses (i) and (ii), the “Buyer Marks”); (i) (i) all insurance policies books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement and the Ancillary Agreements or the transactions contemplated hereby or thereby and (ii) all minute books and corporate records of Seller, including claims thereunder Sellers 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 Closingtheir respective Affiliates; (j) all of Seller’s intercompany account balances with its Affiliatespromotional, including those related to the Products;advertising and display materials (collectively, “Marketing Materials”); and (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 Seller Sellers arising under this Agreement and or any Ancillary Agreement or the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)transactions contemplated hereby or thereby.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets Sellers shall not include grant, sell, transfer, convey, assign or deliver, and Buyer shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in any of the following assets assets, properties, rights or interests of Sellers or any of Sellers’ Affiliates, which are expressly excluded from the Transferred Assets and are not to be acquired by Buyer pursuant to this Agreement (collectively, the “Excluded Assets”): (a) all cashany assets, cash equivalents (including marketable securities and short-term investments)properties, bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, primarily related to the cash management system of SellerRetained Business, including uncleared checks and drafts received or deposited for the account of SellerRetained Products; (b) all any assets, properties, rights under any Contractsor interests primarily related to the Excluded Business (including materials, including those listed on Schedule 2.02(bprototypes, tools, supplies, vehicles, furniture, fixtures, information technology assets, improvements to property and other tangible assets located at the Business Leased Real Property), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansany Shared Contracts; (d) any Intellectual Property rights of Seller not Related to Sellers arising under this Agreement or the BusinessAncillary Agreements or from the consummation of the Transactions; (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, claimsTax refunds, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as offsets, recoveries and similar benefits related to the Transferred Assets for a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or relating to the other Excluded Assets for which Seller is liable pursuant to Section 6.12all periods; (f) any wholesale supply agreement for pharmaceutical products; (g) cash, cash equivalents, bank deposits and marketable securities on hand and in transit of Sellers; (h) the Tax Returns corporate books and Tax records and reports of Seller Parent and its Subsidiaries (other than those that are Purchased Assetsthe Transferred Group); (i) the Business Leased Real Property (including without limitation the lease contracts relating thereto), and all insurance policies of Sellerrights, including claims thereunder title and any claims or benefits interest in, to and under all structures, facilities or under any express or implied warranties from suppliers of goods or services relating improvements located thereon and all easements, licenses, rights and appurtenances related to Inventory sold by Seller prior to Closingthe foregoing; (j) all current and prior insurance policies (other than the Transferred Entity Insurance Policies), and all rights of Seller’s intercompany account balances any nature with its Affiliatesrespect thereto, including those related all insurance recoveries thereunder and rights to the Products;assert claims with respect to any such insurance recoveries; and (k) all assets, properties, any Seller Benefit Plan 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 Seller under this Agreement and the other Transaction Documents; and (m) the other any assets of Seller that are identified on Schedule 2.02(m)thereunder.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementSection 1, the Purchased Assets shall it is agreed that Seller is not include selling, and Purchaser is not purchasing, hereunder the following assets of Seller and its Subsidiaries (collectively, the “"Excluded Assets”"): (a) all cashCash (except as provided in Section 1(f)) and marketable securities, cash equivalents whether on deposit or in transit. (including marketable securities b) All Seller systems and short-term investmentssoftware which are not used exclusively for or necessary for operation of the 76 Assets; provided, however, that Seller will grant a paid up, royalty free (for three years), bank license to use all proprietary software owned by Seller and used jointly in both the 76 Assets and Seller's other businesses on substantially the terms set forth on Attachment XI (the "Shared Software License Agreement"). (c) Seller's confidential operating manuals and policy manuals except those useful or necessary for the operation of the 76 Assets. (d) Accounts and notes receivable and credit balances on accounts payable relating to the businesses conducted using the 76 Assets prior to the Closing Date; provided, however, that all amounts with respect to interest and their balances amortization payments (including related books if any) by distributors and records), lockboxes and deposits of, and any rights or interests in, dealers on Self-Amortizing Notes with respect to the cash management system of Seller, including uncleared checks and drafts received or deposited period after the Closing shall be for the account of Purchaser and the right to such payments is included in the Purchase Price; provided, further that for a period of 120 days Purchaser shall cooperate with Seller in collecting receivables outstanding as of the Closing Date for the benefit of Seller; (b) all rights under any Contracts, including those listed and Purchaser shall remit amounts which it receives on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, account of such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of receivables to Seller not Related to the Business;less frequently than weekly. (e) Seller’s Organizational Documents Assets owned by Seller in the nature of central staff services (meaning the legal, cash management, treasury, tax, insurance, health and minute safety, environmental management and equity ownership books pension services), employee records, employee benefits funds and plans presently provided to the 76 Assets by Seller or one of its subsidiaries, including without limitation employee and other records having necessary to do with the company organization or existence of administer payrolls and benefit and welfare plans retained by Seller and all information necessary to file tax returns; provided that Seller shall make available its company seal;information with respect to employees as specified in Section 29. (f) all rightsInsurance proceeds and state underground storage tank reimbursement or other reimbursements, 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;except claims related to tank replacement paid for by Purchaser. (g) any Tax and fee refunds arising out of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12;taxes and fees paid by Seller. (h) the Tax Returns Seller's and Tax records its subsidiaries' employee benefit plans and reports of Seller other than those that are Purchased Assets;all assets related thereto. (i) all insurance policies Books and records with respect to Excluded Assets, Retained Liabilities, employees and former employees 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything There shall be excluded from the Acquired Assets to be sold and transferred to Buyer hereunder, and, to the contrary extent in this Agreementexistence on the Closing Date, the Purchased Assets Seller and Stanadyne shall not include retain all of Seller’s and Stanadyne’s right, title and interest in and to the following assets assets, properties and rights of Seller (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerCash; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsconsideration delivered to Seller by Buyer pursuant to this Agreement; (c) all Company Plans claims, deposits, refunds, causes of action, choses in action, rights of recovery, rights of set off and attributable assets ofrights of recoupment which have, or relating toand to the extent they have, such plans, including all records, Contracts and arrangements associated arisen in connection with such Company Plansthe conduct of the Business by Seller; (d) any Intellectual Property of Seller not Related to the Businessall Employee Plans, except Acquired Employee Plans, and assets related thereto; (e) all rights in and with respect to insurance policies of Seller’s Organizational Documents , except for any proceeds of such insurance and minute and equity ownership books and records having claims therefor relating to do with the company organization or existence of Seller and its company sealAcquired Assets; (f) all rightsfinancial, claimscomputer and human resource systems of Stanadyne used by Seller, credits, causes of action whether or rights of set-off that Seller may have arising under this Agreement or as a result not used primarily in the conduct of the consummation of Business, including those to be used in providing services to Buyer under the transactions contemplated herebyTransitional Services Agreement; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant all rights to Section 6.12the name “Stanadyne”; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsall assets described on Schedule 2.2(h); (i) for the avoidance of doubt, all insurance policies of Seller, including claims thereunder deferred Tax assets 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 Closingprepaid Taxes other than those described in §2.1(j); (j) all of any obligations under Seller’s intercompany account balances with its Affiliatesleasehold interest in the Michigan Lease; provided, including those related however, that the assets set forth on Schedule 2.2(k) shall be provided to Buyer under the Transitional Services Agreement and the Transitional Services Agreement shall provide that, prior to the Products; (k) end of the term during which such assets are provided to Buyer under the Transitional Services Agreement, Buyer may elect to acquire all assets, propertiesor any of such assets to the extent they are transferable, and interests rights primarily used in or held for use Seller and Stanadyne shall cooperate with Buyer to obtain any consents required in connection with the operation transfer of Seller’s wound care and urology business; (l) the rights that accrue or will accrue any such assets to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Buyer.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets The following assets of Seller shall not include the following be acquired by Buyer and shall be deemed excluded assets (collectively, the “Excluded Assets”): (a) all cashSeller’s minute books, cash equivalents (including marketable securities organizational documents, and short-term investments), bank accounts and their balances (including related such other books and records)records of Seller pertaining to the ownership, lockboxes organization or existence of Seller and deposits ofduplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any rights or interests in, other books and records of Seller not related to the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerBusiness; (b) all rights under any Contractsclaim, including those listed on Schedule 2.02(b)right or interest of Seller in or to any prepayment, but excluding the Assumed Contractsrefund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom; (c) all Company Plans Contracts other than Assumed Contracts, and attributable any assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansof Seller subject to any Contract of Seller that is not an Assumed Contract; (d) any Intellectual Property of Seller not Related to the Businessnon-assignable licenses, permits and authorizations; (e) Seller’s Organizational Documents all insurance policies relating to the Business and minute and equity ownership books and records having to do with the company organization or existence those claims of Seller and its company sealunder the insurance policies included within the Excluded Assets; (f) all Benefit Plans (and all rights, claimsclaims and defenses thereunder), credits, causes of action and all assets or rights of set-off that Seller may have arising funds held in trust for or under this Agreement or as a result of the consummation of the transactions contemplated herebysuch Benefit Plans; (g) any refunds all claims, causes of Taxes for any Pre-Closing Tax Period or for which action and choses in action of Seller is liable pursuant against third parties relating to Section 6.12the Excluded Assets and the Excluded Liabilities; (h) the Tax Returns assets, properties and Tax records and reports of Seller other than those that are Purchased Assetsrights specifically set forth on Schedule ‎2.2(h); (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 which accrue or will accrue to Seller under this Agreement and or the other Transaction Related Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, the Purchased Assets shall not include following assets, properties and rights of Seller relating to the following assets Product (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities shall be excluded from and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and shall not constitute any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 part 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 Acquired Assets;: (i) all insurance policies cash and cash equivalents of Seller, including claims thereunder and any claims the Seller 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 Closingits Affiliates; (jii) all of Seller’s intercompany account balances with its Affiliatesaccounts receivable, including those related notes receivable and other indebtedness due and owed by any third party to the Products; (k) all assets, properties, Seller and interests rights primarily used in its Affiliates arising or held for use in connection with the operation Product on the Closing Date; (iii) any of Seller’s wound care and urology businesscustomer contracts relating to the Product; (liv) the Inventory; (v) the Pending Purchase Orders and the Manufacturing Agreement; (vi) any trade dress (including Seller’s trademarks) used in connection with the Product; (vii) any Governmental Authorizations held by Seller relating to its business (other than the ANDA or other Government Authorizations solely related to the Acquired Assets). Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (viii) all past, present, and future claims, causes of action and, choses in action, rights that accrue of recovery, rights of settlement or will accrue rights of any kind of Seller and its Affiliates (A) accruing prior to the Closing Date, and (B) against any third party relating to any Excluded Liability or to any liability for which Seller is responsible under this Agreement Agreement; (ix) all rights to tax refunds, credits or similar benefits relating to the Acquired Assets attributable to periods, or portions of periods, ending before the Closing Date; (x) all current and prior insurance policies of Seller related to the other Transaction DocumentsAcquired Assets 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 policies; and (mxi) the other assets The minute books, corporate records, tax records and tax-related documents of Seller that are identified on Schedule 2.02(m)and the books and records of Seller relating to the Excluded Assets or the Excluded Liabilities.

Excluded Assets. (a) Neither Buyer nor any Designated Buyer Affiliate will purchase or acquire any of the Excluded Assets. (b) Notwithstanding anything else herein contained, but subject to Subsection 2.2(c), (A) should Sellers be unable to obtain any required third party consent or approval (or waiver thereto) to the contrary transfer of a Regional Asset to Buyer (or, as applicable, any Designated Buyer Affiliate) on or before the Closing Time (a “Consent Exclusion”), (B) should any third party exercise its right to acquire and acquires a Regional Asset, or (C) should the period in which the right of any third party to exercise a right to acquire a Regional Asset not have expired on or before the Closing Time and such right has not prior to that time been waived by all applicable Persons (a “ROFR Exclusion”) (any event referred to in (A), (B) or (C) being an “Excluded Asset Event”), the following shall and shall be deemed to occur automatically and without any further act or formality and this Agreement shall be deemed to be amended accordingly in respect of an Excluded Asset Event: (i) the Regional Assets, the Books and Records and the Assumed Liabilities relating thereto shall not be transferred to or assumed by Buyer or any Designated Buyer Affiliate, as applicable, on the Closing Date and shall be excluded from the definition of Diagnostics Business, MDS Diagnostics Division, Purchased Assets and Assumed Liabilities, and shall be deemed removed from the Disclosure Letter and applicable Schedules thereto and elsewhere in the Agreement where the context so requires, (ii) such Regional Assets shall be an Excluded Asset, (iii) the amount of each of the Purchase Price and the Closing Cash Amount shall be reduced by, in the event of an Excluded Asset Event under (B) or (C) above, the last price offered within the range, or, in the event of a Consent Exclusion, the highest value in the range for the amount of the Purchase Price allocated to each such Excluded Asset under Section 3.8, and, in each case, the definition of Purchase Price and Closing Cash Amount shall be amended accordingly, (iv) the Closing Balance Sheet and Working Capital as at the Closing Time shall be calculated without regard to such Excluded Assets and Assumed Liabilities related thereto; and (v) neither Buyer (nor any Designated Buyer Affiliate) nor any of the Sellers shall have any further obligation or Liability under this Agreement or the applicable Regional Purchase Agreement with respect to such Regional Asset and Assumed Liabilities relating thereto. The representations and warranties of MDS provided in this AgreementAgreement shall be deemed to have been given as of the date of this Agreement and as required in respect of the Closing Date only with respect to the Diagnostics Business, MDS Diagnostics Division, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts;Liabilities as such terms may be amended in accordance with this Subsection. (c) Notwithstanding Subsection 2.2(b), if following the Closing Time, in respect of a Consent Exclusion, the required third party consent or approval (or waiver thereto) to the transfer of the applicable Regional Asset to Buyer is obtained or waived or, in respect of a ROFR Exclusion, the rights of all Company Plans and attributable assets ofapplicable third parties to acquire the applicable Regional Asset are waived, no longer apply or relating toexpire without having been exercised, Subsection 2.2(b) shall no longer apply in respect of such Regional Asset, such plansRegional Asset shall no longer be an Excluded Asset and Buyer shall, including all recordsas soon as practicable, Contracts purchase such Regional Asset on the terms and arrangements associated with conditions hereof applicable to 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Regional Asset.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementcontained herein, the Purchased Station Assets shall not include the following assets along with all rights, title and interest therein (collectively, the “"Excluded Assets”"): (a) all cash, cash and cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, asset or money market accounts and drafts received all such similar accounts or deposited for the account of Sellerinvestments; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding accounts receivable or notes receivable arising in the Assumed Contractsoperation of the Stations prior to Closing; (c) all Company Plans tangible and attributable assets of, intangible personal property of Seller disposed of or relating to, such plans, including all records, Contracts consumed in the ordinary course of business of Seller between the date of this Agreement and arrangements associated Closing consistent with such Company PlansArticle 9; (d) any Intellectual Property all Station Contracts that terminate or expire prior to Closing in the ordinary course of Seller not Related to the Businessbusiness of Seller; (e) Seller’s Organizational Documents 's name, corporate minute books, charter documents, corporate stock record books and minute and equity ownership such other books and records having as pertain to do with the company organization organization, existence or existence share capitalization of Seller Seller, duplicate copies of the records of the Stations, and its company sealall records not relating to the operation of the Stations (it being understood that the Station Assets include copies of records shared by one or more Stations and one or more other stations in the market and that each party shall use reasonable efforts to maintain the confidentiality of the other's non-public information that is related to the Stations or other stations); (f) contracts of insurance, and all rights, claims, credits, causes of action insurance proceeds or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyclaims made thereunder; (g) except as provided in Section 10.4, all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any refunds of Taxes for any Pre-Closing Tax Period other employee benefit plan or for which Seller is liable pursuant to Section 6.12arrangement and the assets thereof, if any, maintained by Seller; (h) the Tax Returns all rights, properties and Tax records and reports of Seller other than those that are Purchased Assetsassets described on Schedule 1.2(h); (i) all insurance policies rights, properties and assets used in the operation of Sellerthe Stations and also used in the operation of any other radio station or stations, including claims thereunder except that any such items that are necessary to operate the Stations in all material respects as currently operated shall not be excluded unless replaced with items sufficient to operate the Stations in all material respects as currently operated (and such obligation shall not be subject to 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;minimum aggregate Damages limitations set forth in Article 15 hereof); and (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, rights and interests rights primarily used in of any counter-party to any Station Contract or held for use in connection with the operation licensor of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).Intangible Property

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets The "Excluded Assets" shall not include consist of (i) the following assets of Seller, and (collectivelyii) any other assets of Seller which are not specifically set forth in Schedule 2.1, all of which are specifically excluded from the “Excluded definition of Acquired Assets”):: (a) all cashSeller's books and records not included in Section 2.1(g) above, cash equivalents including Seller's corporate charter, taxpayer and other identification numbers, corporate seals, minute books (including marketable securities and short-term investmentsmaterials distributed to directors), bank accounts stock transfer books, blank stock certificates, tax records, personnel records, and their balances (including related all other books and records)records related to the Excluded Assets, lockboxes Excluded Contracts, Excluded Liabilities or otherwise not related to the Business or the Acquired Assets; provided, however, copies of any such books and deposits ofrecords shall be provided to Buyer for legitimate business purposes to the extent reasonably requested by Buyer to comply with the requirements of Governmental Entities or in connection with legal matters, provided appropriate confidentiality protections and any rights or interests inuse restrictions, the cash management system of Sellerreasonably satisfactory to both parties, including uncleared checks and drafts received or deposited for the account of Sellershall be agreed to with respect to such copies; (b) all rights under any ContractsAll claims, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 interests and proceeds with respect to Tax refunds for Taxes that accrue to Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any excluding refunds of Taxes for any Pre-Closing Tax Period which Buyer is liable under this Agreement) or for which Seller is liable prior to the Closing under this Agreement, or heretofore paid by Seller; (c) All deferred tax assets or tax attributes of Seller; (d) All Excluded Contracts; (e) All logos, trademarks, service marks, or other markings or Intellectual Property licensed by Seller pursuant to Section 6.12the Blockbuster License; (f) All DVD inventory (inclusive of Blu-Ray and videogame discs), including cases and RFID tags, that is not included in Personal Property; (g) Any and all Intellectual Property which is not Purchased Intellectual Property, including, but not limited to, all Licensed Intellectual Property; (h) All of Seller's right, title and interest (as applicable) in and to any and all software not included in the Tax Returns and Tax records and reports of Purchased Software, including but not limited to the Owned Seller other than those that are Purchased AssetsSoftware; (i) Seller's cash on hand and all insurance policies other cash in any of Seller's bank or savings accounts, and any other cash equivalents 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 Closingthe Business or otherwise; (j) all All furniture and office equipment of Seller’s intercompany account balances with its Affiliates, including those related Seller used in or relating to the ProductsBusiness or otherwise, including, but not limited to, personal computers, cell phones and any other portable electronic devices; (k) all assets, properties, All intercompany accounts and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology businessnotes receivable; (l) All interests in the rights that accrue securities of any of Seller's subsidiaries or will accrue to Seller under this Agreement and the other Transaction DocumentsAffiliates; and (m) the other The assets of Seller that are specifically identified on Schedule 2.02(m2.2(m).

Excluded Assets. Notwithstanding anything Seller shall retain its right, title and interest in and to the contrary in this Agreement, the Purchased Assets shall not include solely the following assets (collectively, the “Excluded Assets”): (ai) all cash, Contracts and other assets set forth in Section 1.1(b)(i) of the Disclosure Schedule; (ii) all cash and cash equivalents of Seller (including marketable securities and short-term investmentsany certificates of deposit), ; (iii) all bank accounts other than those described in Section 1.1(a)(xvi); (iv) all prepaid Taxes and their balances other Tax assets; (v) Seller’s leasehold or other rights to the Leased Real Properties, including any security deposits related books and records)thereto; (vi) all Legal Proceedings, lockboxes and deposits ofcauses of action, choses in action, rights of recovery, rights under all warranties, representations, indemnities, and guarantees made by any rights or interests in, the cash management system third party in favor of Seller, including uncleared checks 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 drafts received 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 deposited for the account Transactions, and original minute books, Governing Documents (subject to Section 4.14), corporate seals, stock ledgers and all of Seller’s Tax Returns (and any work papers related thereto), taxpayer and other identification numbers, and rights to any refunds of Taxes related to any period, or portion thereof, ending on or prior to the Closing Date or paid on or prior to the Closing 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, employee handbooks, employment agreements and all personnel records required by Law to be retained by Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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; (ixi) all insurance policies of owned by or issued to Seller; provided, including claims thereunder and any claims or benefits in, that to or the extent that the right to recover under any express 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 implied warranties from suppliers of goods or services relating otherwise reflected in the Final Closing Net Working Capital, such right to Inventory sold by Seller prior to Closing;recover and benefits with respect thereto shall be Purchased Assets; and (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; (lxii) the rights that accrue or will accrue to of Seller under this Agreement and the other Transaction Documents; and (m) the . Copies of all documents, agreements and other assets of Seller that are identified on Schedule 2.02(m)information related to Excluded Assets shall be provided prior to Closing to Purchaser.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased The Acquired Assets shall not include any of the following assets assets, properties and rights of Transferor, all of which shall be deemed retained by Transferor (collectively, the “Excluded Assets”): (a) all cash, cash and cash equivalents (including and marketable securities securities, other than those specified in Sections 2.01(a) and short-term investments2.01(b), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(bthe Letter of Credit Collateral (but subject to the obligation with regard to the Letter of Credit Collateral specified in Section 8.08), but excluding the Assumed Contracts; (c) all Company Plans minute books, stock records and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Planscorporate seals of Transferor; (di) the right to be reimbursed for any Intellectual Property of Seller not Related Advances made by the Transferor prior to the BusinessClosing 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 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 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 Servicing Fees paid with regard to periods that begin before and 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 Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to Transferor); (e) Seller’s Organizational Documents other than those described in Section 2.01(q) and minute subject to Section 2.01(o), all insurance policies and equity ownership books and records having rights thereunder, including all insurance proceeds that Transferors have a right to do with receive as of the company organization or existence of Seller and its company sealClosing Date; (f) originals or copies of all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or Books and Records existing as a result of the consummation 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 transactions contemplated herebypreparation 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) any all claims for and rights to refunds of Taxes for any Pre-that relate to periods ending prior to the Closing Tax Period Date or for which Seller is liable pursuant the conduct of the Business prior to Section 6.12Closing Date; (h) the Tax Returns all rights in connection with, and Tax records and reports of Seller other than those that are Purchased Assetsassets of, Benefit Plans; (i) all insurance policies rights of Seller, including claims thereunder Transferor under this Agreement 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 Closingthe Transaction Documents; (j) all claims of Seller’s intercompany account balances with its Affiliates, including those related Transferor against Third Parties relating to the Products;Retained Liabilities; and (k) all of the Contracts, assets, properties, rights and interests rights primarily used claims described 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m2.02(k).

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Purchased Assets shall not include include, and there is excepted, reserved and excluded from the following assets sale contemplated hereby (collectively, the “Excluded Assets”): ): (a) to the extent received by Seller or Buyer within 90 days after Closing, all cashcredits and refunds (other than those relating to Taxes, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; which are governed by Subsection (b) below) and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (b) to the extent received by Seller or Buyer within 90 days after Closing, all 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, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any Contracts, including those listed on Schedule 2.02(b)gas gathering or transportation agreement, but excluding for the Assumed Contracts; avoidance of doubt, any refunds of Asset Taxes; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; extent received by Seller or Buyer within 90 days after Closing, all proceeds, income or revenues (eand any security or other deposits made) Seller’s Organizational Documents and minute and equity ownership books and records having attributable 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 the Assets for 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 period prior to Closing; the Effective Time, or (jii) any other Excluded Assets; (d) all of Seller’s intercompany account balances with its Affiliatesproprietary computer software, including those related to the Products; technology, patents, trade secrets, copyrights, names, trademarks and logos; (ke) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care rights and urology business; interests in geological and geophysical data which cannot be transferred without the consent of (lprovided that Seller shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party; (f) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under 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 Assets; (h) all corporate, partnership and income Tax records of Seller; (i) vehicles, office equipment and supplies; and (j) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified items described on Schedule 2.02(m)1.03.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Purchased Company shall retain all of its right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Acquired Assets shall not include include, solely the following assets and properties (collectively, such retained assets and properties being the “Excluded Assets”): (ai) all cash, cash and cash equivalents (of the Company on hand and/or in banks, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities and short-term investments)securities, bank asset or money market accounts and their balances (including related books and records), lockboxes and deposits of, and any rights all such similar accounts or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerinvestments; (bii) all refunds of Taxes (as defined in 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 any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsAncillary Agreement; (cv) all Company Plans Big Mon Casualty and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansIndemnity LTD captive insurance policy; (dvi) any Intellectual Property except as set forth in Section 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 Seller not Related to the BusinessCompany and the assets thereof; (evii) Sellerall tangible and intangible personal property of the Company disposed of or consumed in the ordinary course of business since the Balance Sheet Date; (viii) all Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business consistent with the past practices of the Company; (ix) the Company’s Organizational Documents corporate seal, minute books, charter documents, corporate stock record books and minute and equity ownership such other books and records having as pertain to do with the company organization organization, existence or existence share capitalization of Seller the Company and duplicate copies of such records as are necessary to enable the Company to file its company sealtax 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; (fx) 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, creditschoses in action, causes of action or rights of set-off that Seller may have and judgments relating to the Acquired Assets arising under this Agreement or prior to the Closing Date to the extent not specifically identified as a result of the consummation of the transactions contemplated herebyan Acquired Asset in Section 1.1(a); (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (hxii) 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 equity interests in 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 Seller under this Agreement and the other Transaction DocumentsGM Subsidiary; and (mxiii) the other assets of Seller that are identified items set forth on Schedule 2.02(m)1.1(b) hereof.

Excluded Assets. Notwithstanding anything any provision in this Agreement or any other writing to the contrary in this Agreementcontrary, the Purchased Assets shall Seller and its Affiliates will retain and will not include transfer or assign, and Buyer will not purchase, acquire or assume from Seller or any of its Affiliates, any of the following assets assets, properties or rights (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records)Buyer shall acquire no right, lockboxes and deposits of, and title or interest in any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 Excluded Assets under this Agreement or as a result of the consummation of transactions contemplated hereby; provided that notwithstanding the transactions contemplated herebyhereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary: (a) Closing Cash to the extent that it is not held in bank accounts dedicated to the Business and not included in the Closing Cash Amount; (b) all intercompany receivables of the Business payable by Seller or an Affiliate of Seller, other than Assumed Intercompany Receivables; (c) any corporate books and records of Seller and its Affiliates (other than the Subsidiary); (d) the Contracts set forth on Schedule 2.02(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 refunds 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 Taxes for Seller or any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12of its Affiliates; (h) the Tax Returns all loans and Tax records and reports other advances owing to Seller or any of Seller other than those that are Purchased Assetsits Affiliates by each Business Employee who does not become a Transferred Employee; (i) all insurance policies the Tax records of Seller, including claims thereunder Seller 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 Closingits Affiliates (other than the Subsidiary); (j) all of Seller’s intercompany account balances with its Affiliates, including those related the original personnel and employment records relating to Transferred Employees to the Productsextent Applicable Law does not require that Buyer receive such original records; (k) all assetsany rights, propertiesclaims, and interests causes of action or rights primarily used in or held for use in connection with of set off arising out of the operation of Seller’s wound care and urology businessExcluded Liabilities; (l) the rights that accrue any refunds or will accrue credits of Taxes due to Seller under 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 other Transaction Documentsformer 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 (mp) the any other assets of Seller that are identified set forth on Schedule 2.02(m2.02(p).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets Seller shall not include sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (collectively, such assets being collectively referred to hereinafter as the “"Excluded Assets”"): (a) all cash, cash equivalents (including marketable securities rights of Seller and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests inSeller's Affiliates arising under this Agreement, the cash management system Other Agreements or from the consummation of Seller, including uncleared checks and drafts received the transactions contemplated hereby or deposited for the account of Sellerthereby; (b) all rights under any Contractsaccounts receivable, including those listed on Schedule 2.02(b)notes receivable, but excluding cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Assumed ContractsProducts existing at the Closing Date; (c) all Company Plans rights of Seller and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansSeller's Affiliates arising under any contract other than the Contracts; (d) any Intellectual Property all corporate minute books, stock records and Tax returns (including all work papers relating to such Tax returns) of Seller not Related to and Seller's Affiliates and such other similar corporate books and records of Seller and Seller's Affiliates as may exist on the BusinessClosing Date; (e) all real property, buildings, structures and improvements thereon, whether owned or leased by Seller or Seller’s Organizational Documents 's Affiliates, and minute all fixtures and equity ownership books fittings attached thereto, including those in the buildings designated by Seller as the M3, M3B, M6 and records having to do with the company organization or existence of Seller and M10 buildings in its company sealNorth Chicago, Illinois location; (f) all rightsIntellectual Property Rights of Seller or Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in Section 2.1(d), claimsspecifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof, creditsthe stylized sy▇▇▇▇ "A," the Abbokinase OpenCath(R) trademark and the ABBOKINASE(R) trademark, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result which is the subject of the consummation of the transactions contemplated herebyInventory Trademark License Agreement; (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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything to the contrary in this AgreementThose assets of Sellers described below, the Purchased Assets together with any assets described on Schedule 1.2 hereto, shall not include the following assets be retained by Sellers (collectively, the “Excluded Assets”):) and shall not be conveyed to Buyer: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerequivalents; (b) all amounts payable to Sellers in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and TriCare/CHAMPUS cost reports filed or to be filed by Sellers for periods prior to the Effective Time (hereinafter defined) and retrospective payment of claims that are the subject of CMS Recovery Audit Contractor appeals) and all appeals and appeal rights under any Contractsof Sellers relating to such settlements, including those listed on Schedule 2.02(b)cost report settlements, but excluding for periods prior to the Assumed ContractsEffective Time; (c) all Company Plans records relating to the Excluded Assets and attributable assets ofthe Excluded Liabilities (as defined below) to the extent that Buyer does not need the same in connection with the ongoing activities of the Hospital, the Assets, or relating tothe Assumed Liabilities (as defined below), as well as all records which by law Seller or their Affiliates are required to maintain in their possession; provided, however, that in the latter case, copies of such plans, including all records, Contracts and arrangements associated with such Company Plansrecords may be made available upon the reasonable request of Buyer; (d) any Intellectual Property of Seller not Related reserves or prepaid expenses related to the BusinessExcluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums); (e) Seller’s Organizational Documents all accounts receivable arising from the rendering of services to patients at the Hospital, billed and minute unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and equity ownership books and records having existing in respect of services rendered prior to do with the company organization or existence of Seller and its company sealEffective Time; (f) any and all rightsnames, claimssymbols, creditstrademarks, causes of action logos or rights of set-off that Seller may have arising under this Agreement other symbols used in connection with the Hospital and the Assets which include the names “Community Hospital Corporation,” “CHC” or as a result of any variants thereof or any other names which are proprietary to Community Hospital Corporation (“CHC”) or its Affiliates (other than Sellers) (the consummation of the transactions contemplated hereby“Excluded Marks”); (g) any refunds of Taxes for any Pre-Closing Tax Period receivables from or for which Seller is liable pursuant to Section 6.12obligations with Sellers or their Affiliates; (h) all insurance proceeds arising in connection with the Tax Returns operation of the Hospital or the Assets prior to the Effective Time and Tax records all insurance proceeds arising in connection with the Excluded Assets and reports of Seller other than those that are Purchased Assetsthe Excluded Liabilities; (i) all insurance policies of Seller, including claims thereunder any computer software and any claims programs which are proprietary to CHC 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 ClosingCHC’s Affiliates; (j) all of SellerCHC’s intercompany account balances with proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses, any contracts, commitments or agreements that are available only to Sellers by reason of its Affiliatesbeing an Affiliate of CHC, including and any other such contracts, commitments or agreements that are not Contracts, including, without limitation, those related to the Productsset forth on Schedule 1.2(j); (k) all assets, properties, and interests rights primarily used in or held for use in connection with and the operation assets of Seller’s wound care and urology businessSellers’ employee benefit plans; (l) all documents, records, operating manuals and film (in format) pertaining to the Hospital which are proprietary to CHC or CHC’s Affiliates or which by law Sellers or their Affiliates are required to retain; provided, however, that in the latter case, copies of such records may be made available upon the reasonable request of Buyer; (m) all obligations between Sellers and/or between Sellers and Seller Guarantor; (n) all equity interests in Clinic Seller and Jellico Healthcare Associates, LLC; and (o) all rights that accrue or will accrue to Seller of Sellers under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)its related documents.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets shall not include the following assets of Seller, its Affiliates and/or other third parties (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Transferred Assets and shall remain the property of Seller, its Affiliates and/or relevant third parties after the Effective Time: (a) all assets listed on Schedule 2.6(a); (b) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans bank deposits and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansbank accounts; (d) any Intellectual Property all receivables, including accounts receivable or trade receivables owed to Seller (other than by CITERCO) by reason of deliveries made by Seller not Related or on account of the Transferred Assets prior to the BusinessEffective Time; (e) Seller’s Organizational Documents and minute and equity ownership the financial books and records having to do with of Seller, the company organization or existence personnel, employment and other records of Seller as to any current or former employee who is not a Transferred Employee, and its company sealthe personnel, employment and other records of Seller as to any Transferred Employee that are not Books and Records; (f) all rights, claims, credits, causes minute books and similar materials related to maintenance of action or rights partnership records of set-off Seller that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyare not Books and Records; (g) any refunds of Taxes for any Pre-Closing Tax Period Claims or for other rights to receive monies arising prior to or after the Execution Date which Seller is liable pursuant or any of its Affiliates has or may have which are attributable to Section 6.12its ownership of the Transferred Assets prior to the Effective Time; (h) the Tax Returns those rights relating to non-banking deposits and Tax records prepaid expenses and reports of Seller other than those that are Purchased AssetsClaims for refunds and rights to offset in respect thereof listed on Schedule 2.6(h); (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 Closingthe Contracts listed on Schedule 2.6(i); (j) all Claims for refund of Seller’s intercompany account balances Taxes and other governmental charges of whatever nature (including with its Affiliates, including those related respect to the ProductsPaulsboro Property Tax Dispute) relating to the period of time prior to the Effective Time; (k) all assetsinsurance policies and rights and Claims thereunder, properties, except to the extent such rights and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business;Claims relate to any Assumed Obligation; and (l) the rights Seller Benefit Plans. For the avoidance of doubt, all property and assets owned by an Affiliate of Seller and/or a third party that accrue are located on a part of the Land and which property or will accrue assets are leased to Seller under this Agreement in connection with the Business (1) shall remain the property of such third party and (2) are not a part of the other Transaction Documents; and (m) Transferred Assets, except to the other extent that Seller’s leasehold interest in such property or assets of Seller that are identified on Schedule 2.02(m)constitutes an Assumed Obligation.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Purchased Assets shall not include any of the following assets assets, whether owned by, held by or relating to Seller or any of its Subsidiaries (collectively, the “Excluded Assets”):); provided, that the assets described in clauses (b), (c), (f), (h), (j), (k) and (m) – (p) of this Section 2.2 that are owned by any Conveyed Entity shall be transferred together with such Conveyed Entity and shall not be Excluded Assets: (a) all cash, certificates of deposit and other cash equivalents (including marketable securities and short-term investmentsexcept as otherwise provided in Section 6.12), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under of Seller or any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsof its Subsidiaries in any real property other than Owned Real Property and real property subject to a Real Property Lease; (c) all Company Plans personal property, equipment and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansinventory not included in the Purchased Assets; (d) rights under the Contracts to which Seller or any Intellectual Property of Seller its Subsidiaries is a party which are not Related to the BusinessAssumed Contracts; (e) all rights to the names “Hess” and “▇▇▇▇ Oil” and related trademarks, service marks, trade dress, domain names and other indicia of origin and any other indicia of origin that is confusingly similar to the foregoing, subject to Seller’s Organizational Documents and minute and equity ownership books and records having agreement to do with allow for the company organization or existence continued use of Seller and its company sealany of the foregoing on a transitional basis pursuant to Section 6.16; (f) all rightsgeneral books of account and books of original entry that comprise Seller’s or its Subsidiaries’ or Affiliates’ permanent Tax records, claimscorporate minute books, credits, causes of action or rights of set-off stock books and related organizational documents and the Files and Records that Seller may have arising under this Agreement and its Subsidiaries are required to retain pursuant to any Law or Order and the Files and Records related exclusively to the Excluded Assets or Excluded Liabilities, except as a result of the consummation of the transactions contemplated herebyset forth in Section 2.1(c); (g) any refunds all claims for refund or credit of Taxes for any Pre-and other Governmental Entity charges of whatever nature that are attributable to the period prior to the Closing Tax Period or for which Seller is liable pursuant Date, except to Section 6.12the extent included in the Closing St. Lucia Working Capital; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsall Intellectual Property; (i) all insurance policies Seller’s or any of Seller, its Subsidiaries’ claims against Purchaser with respect to the Purchase (including claims thereunder and any claims under this Agreement) 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 Closingthe Excluded Assets or the Excluded Liabilities or otherwise; (j) all Information Technology not specified in Section 2.1(d), including any Information Technology assets and Contracts for the use of software and hardware and related Contracts with software and hardware vendors used by or for Seller or any of its Subsidiaries with respect to business units other than the Terminal Operations, subject to Seller’s intercompany account balances with its Affiliates, including those related agreement to allow for the Productscontinued use of any of the foregoing on a transitional basis pursuant to Section 6.16; (k) all assetscurrent and prior insurance policies and all rights of any nature with respect thereto, propertiesincluding all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, and interests rights primarily used except as otherwise provided in or held for use in connection with the operation of Seller’s wound care and urology businessSection 6.12; (l) all claims, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) relating to any of the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; andExcluded Liabilities; (m) the accounts receivable and pre-paid assets of the Terminal Operations; (n) sales literature, promotional literature, and other selling and advertising materials used in connection with the Terminal Operations, in each case whether in hard copy or electronic format; (o) all assets of Seller and its Subsidiaries not used exclusively in connection with the Terminal Operations to the extent not otherwise included in the Purchased Assets; (p) the North Jersey Public Service Pipeline; (q) any interests in the Syracuse Terminal and assets relating to the Syracuse Terminal, in each case owned by any Third Party; (r) the East Coast Hydrocarbon Inventory, the East Coast Tank Bottoms and the St. Lucia Hydrocarbon Inventory (other than the Purchased St. Lucia Hydrocarbon Inventory); (s) all Improvements, Personal Property, Parts Inventory, Information Technology and other assets that are identified on Schedule 2.02(m)subject to the Port Reading Decommissioning and any materials generated by the Port Reading Decommissioning; (t) all toy trucks and related inventory which is located at any Terminal; and (u) all emissions allowances or credits associated with the closing of the Port Reading Refinery.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Purchased Acquired Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cashcontracts, cash equivalents (including marketable securities licenses and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerleases that are not Assigned Contracts; (b) all rights under any Contractsthe seals, including those listed on Schedule 2.02(b)organizational documents, but excluding the Assumed Contracts; (c) all Company Plans and attributable assets ofminute books, tax returns, books of account or relating to, such plans, including all records, Contracts and 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 other records having to do with the company organization of the TOWNSHIP; (c) cash and cash equivalents, including (i) accounts receivable and amounts earned by the TOWNSHIP but not yet billed attributable to services rendered by the TOWNSHIP as of or existence 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 (7) days following the Settlement Date, to conduct meter readings for TOWNSHIP customers in order to issue final bills by TOWNSHIP, to be followed by subsequent initial bills to be issued by the AUTHORITY on a staggered basis, thirty (30), sixty (60) and ninety (90) days following Settlement, with AUTHORITY bills to be issued thereafter on a quarterly basis, that is, ninety days after issuance of Seller the initial bills to each of the three billing groups and its company sealcontinuing on a quarterly basis. The AUTHORITY shall make appropriate adjustments to the bills in order to effectuate the rate reduction consistent with the terms of 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 rightsassets, claims, credits, causes of action or properties and rights of set-off that Seller may have arising under this Agreement or as a result used by the TOWNSHIP other than those which primarily relate to the operations of the consummation of the transactions contemplated herebySystem, including sanitary sewer and stormwater assets and related real property; (g) any refunds the assets, properties and rights that are not related to the operation of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12;the System; and (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 which accrue or will accrue to Seller the TOWNSHIP under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)any related agreement, exhibit or schedule.

Excluded Assets. Notwithstanding anything contained herein to --------------- the contrary in this Agreementcontrary, the Purchased Assets shall not include include, and Bank will not, and will not cause any Affiliate to, transfer to BAMSI and BAMSI will not accept any of the following assets (collectively, the “"Excluded Assets”"): (a) all cash, cash equivalents (including marketable securities Books of original financial entry and short-term investments), bank accounts internal accounting documents and their balances (including related records relating to any Asian Business and any other books and records)records relating to any Asian Business that Bank is required to retain pursuant to statute, lockboxes rule or regulation, but BAMSI in such event shall have the right to inspect and deposits of, and copy for any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerproper purpose; (b) all rights under any ContractsAny assets of employee benefit plans, including those listed on Schedule 2.02(b), but excluding other than the Assumed ContractsPlan Assets; (c) All rights to refunds of all Company Plans federal, state, local, foreign and attributable assets ofprovincial income, capital gains, gross receipts, profits, property, transfer, sales, mercantile, value added, capital stock, franchise or relating to, such plansother taxes, including all recordsestimated taxes relating thereto and any interest and penalties imposed thereon (collectively, Contracts "Taxes") relating to the Assets or the Asian Businesses to the extent such Taxes relate to a period commencing prior to the Closing and arrangements associated with such Company Planswere not paid by BAMSI; (d) any Intellectual Property Any of Seller not Related the right, title and interest in the bank accounts of the Asian Businesses, subject to the BusinessSection 5.3; (e) Seller’s Organizational Documents Policies of insurance, fidelity, surety or similar bonds and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company sealcoverages afforded thereby; (f) all Any assets of Bank or any 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, claims, credits, causes of action or rights and claims to the extent arising out of set-off that Seller may have arising under this Agreement or as a result any of the consummation of the transactions contemplated hereby; Excluded Assets described in paragraphs (a) through (g) hereof or any refunds of Taxes the Retained Liabilities (as hereinafter defined), including, without limitation, any rights to reimbursement for any Pre-Closing Tax Period damages, fees 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)expenses.

Excluded Assets. Notwithstanding anything to the contrary contained herein, any and all of Seller’s right, title and interest in this Agreement, the Purchased Assets shall not include and to the following assets (collectively, the “Excluded Assets”):) shall be specifically excluded from, and shall not constitute, the Purchased Assets: (a) Any and all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including assets related books and records), lockboxes and deposits of, and any rights or interests in, to the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerSeller Benefit Plans; (b) Any and all rights under loans and advances, if any, by the Seller to any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsof its Affiliates; (c) Any and all Company Plans Intellectual Property, other than the Business Intellectual Property and attributable assets ofthe Transferred Names, or relating to, such plans, including all records, Contracts Copyrights and arrangements associated with such Company PlansTrademarks included in the Purchased Assets; (d) any Intellectual Property of Seller not Related to Any and all Contracts other than the BusinessAssigned Contracts; (e) Seller’s Organizational Documents Except for the Leased Real Property, all owned and minute leased real property and equity ownership books and records having to do with the company organization or existence of Seller and its company sealother interests in real property; (f) Any and all rights, claims, credits, causes refunds or credits 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 herebyagainst Excluded Taxes; (g) Tax Returns and other books and records related to Taxes paid or payable by Seller or any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12its Affiliates; (h) the Tax Returns Any and Tax records and reports of Seller other than those that are Purchased Assetsall Cash Amounts; (i) Any and all insurance policies of Sellerand binders and interests in insurance pools and programs and self-insurance arrangements whether or not relating to the Business, for all periods before, through and after the Closing, including claims any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims or benefits inand rights to proceeds on any such insurance policies for all periods before, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to through and after the Closing; (j) Any and all of Seller’s intercompany account balances with its Affiliates, including those related to the Products;non-transferrable Business Permits; and (k) Any and 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 Seller under this Agreement and the other Transaction Documents; and (m) the other 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 and interest in any Excluded Assets. For the avoidance of doubt, no right, title and interest in and to the Intellectual Property described in this Section 2.5 are identified on Schedule 2.02(m)being acquired by Purchaser.

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary in this Agreementcontrary, the Purchased Assets 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 not include expressly exclude the following assets of the Seller, all of which shall be retained by the Seller (collectively, the “Excluded Assets”): (a) all cash, of the Seller’s cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerequivalents; (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 under any Contracts, including those listed on Schedule 2.02(band appurtenances relating to the foregoing (the “Excluded Real Property”), but excluding the Assumed Contracts; (c) all Company Plans the Seller’s corporate books and attributable assets ofrecords of internal corporate proceedings, or relating to, such plans, including all Tax records, Contracts work papers and arrangements associated with such Company Plansbooks and records that the Seller is required by Law to retain; (d) any Intellectual Property all of Seller not Related to the BusinessSeller’s bank accounts; (e) Seller’s Organizational Documents all accounting records (including records relating to Taxes) and minute and equity ownership books and records having internal reports relating to do with the company organization or existence business activities of the Seller and its company sealthat are not Transferred Assets; (f) all rightsany interest in or right to any refund or credit of Taxes relating to the Business, claimsthe Transferred Assets or the Assumed Liabilities and any Tax assets related to real property or personal property, creditsin each case with respect to any period prior to the Closing or for which the Seller is liable hereunder, causes including the Owned Real Property Tax Credits; provided, that, for the avoidance of action doubt, the Buyer shall have no obligation to pursue or rights guarantee the recovery of set-off that any such refund or credit (including any Owned Real Property Tax Credits) by Seller may have arising under this Agreement or as a result the success of the consummation of the transactions contemplated herebyany appeal or procedure relating thereto; (g) any refunds insurance policies and rights, claims or causes of Taxes action thereunder, except for any Pre-Closing Tax Period insurance proceeds received by the Seller or for which Seller is liable pursuant any of its Affiliates in respect of any Transferred Asset to Section 6.12replace 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 specifically provided in Section 5.6, any Employee Plan and any assets relating to any Employee Plan, including, in each case, the Tax Returns A. H. Belo Pension Plan II and Tax records and reports of Seller any other than those that are Purchased Assetspension plan; (i) all insurance policies rights, claims and causes 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 action relating to Inventory sold by Seller prior to Closingany Excluded Asset or any Excluded Liability; (j) (i) the assets of the Seller listed on Schedule 2.2(j), (ii) all equity interests and assets of Seller’s intercompany account balances with its AffiliatesProvidence Holdings and (iii) all assets, including those related to properties and rights (wherever located), whether tangible or intangible, used or held for use exclusively in the Productsbusiness 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, propertiesagreements, contracts and interests rights primarily licenses not used in or held for use in connection with the operation of Seller’s wound care and urology businessBusiness; (l) all CBAs; and (m) all rights of the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Ancillary Agreements.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include Buyers expressly understand and agree that the following assets and properties of Sellers and Sellers’ Affiliates (collectively, the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) Sellers’ owned and leased real property other than (i) the Purchased Real Property, (ii) the right, title and interest of Sellers in and to the Leased Real Property pursuant to the Real Estate Leases set forth on Schedule 1.01(b) and (iii) all cashright, cash equivalents (including marketable securities title and short-term investments), bank accounts interest created pursuant to the Lease Agreement and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerShanghai Sublease; (b) the Intellectual Property (including without limitation any and all Trademarks containing or derived from the word Teradyne and the goodwill appurtenant thereto) owned by Sellers or any of their Affiliates or which Sellers or any of their Affiliates have rights under any Contractsto, including those listed on Schedule 2.02(b), but excluding other than the Assumed ContractsPurchased 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) all Company Plans except as set forth on Schedule 2.12(b)(i), Sellers’ and attributable assets oftheir Affiliates’ cash, or relating to, such plans, including all records, Contracts cash equivalents and arrangements associated with such Company Plansliquid investments (plus uncollected bank deposits and less outstanding checks) (“Cash”); (d) any Intellectual Property refunds, rebates or similar payments of Seller not Related Taxes to the Businessextent 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) Seller’s Organizational Documents Sellers’ and minute their Affiliates’ (other than the Sold Companies’) returns, declarations, reports, claims for refund, information statements and equity ownership books the other documents relating to Taxes, including any schedule or attachment thereto and records having to do with including any amendment thereof (the company organization or existence of Seller and its company seal“Tax Information”); (f) all rights, claims, credits, causes of action or Sellers’ rights of set-off that Seller may have arising under this Agreement and any other agreement, document or as a result of the consummation of the transactions contemplated herebyinstrument entered into pursuant to this Agreement; (g) any refunds capital stock of Taxes for or any Pre-Closing Tax Period equity interest or for which Seller is liable pursuant to Section 6.12;Investment in any Person other than a Sold Company; and (h) Sellers’ and their Affiliates’ rights in 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 assets listed 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified described on Schedule 2.02(m2.02(h).

Excluded Assets. Notwithstanding anything to the contrary in this AgreementSection 1.1(a), the Purchased Assets Company shall not include retain its right, title and interest in and to the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 SellerContracts and other assets set forth on Schedule 1.1(b)(i), including claims thereunder and any claims or benefits in, such schedule to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller be agreed upon prior to Closing; (jii) 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 Sellerthe Company’s intercompany account balances claims for and rights to receive Tax refunds, credits and any deferred tax income with its Affiliatesrespect to taxable periods preceding the Closing, including those related to the Productsand Tax returns and any notes, worksheets, files, records or documents relating thereto; (kvi) all assetsof the Company’s insurance policies and associated prepayments, propertiesinsurance refunds and rights of recovery and all life insurance policies, if any, and interests associated prepayments, insurance refunds, rights primarily used in or held for use in connection with the operation of Seller’s wound care recovery and urology businessproceeds thereof; (lvii) 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 that accrue or will accrue to Seller of the Company under this Agreement and the other Transaction Documents; (x) all cash and cash equivalents, including cash in all bank accounts maintained by the Company; and (mxi) the other assets of Seller that are identified on Schedule 2.02(m)furniture and personal items in Ka▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ ▇ffice at the Leased Real Property (as hereinafter defined) and the pool table.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the Purchased Parties agree that Seller is not selling, assigning, transferring, conveying or delivering to Purchaser, and the Transferred Assets shall not include the following assets (collectively, the “Excluded Assets”): ), (ai) all cashSeller Contracts that are not Transferred Contracts; (ii) all bank accounts of Seller (provided, however, that all cash and cash equivalents (including marketable securities and short-term investmentsin such bank accounts as of the close of business on the Business Day immediately preceding the Closing Date shall constitute Transferred Assets), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (eiii) Seller’s Organizational Documents and minute and equity ownership books and records having to do rights under this Agreement or any document executed in connection with the company organization or existence 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 distributing funds to its stockholders, including but not limited to Taxpayer identification numbers and Tax Returns of Seller and its company seal; Affiliates, including records relating to such Tax Returns, payroll records, employee records, board consents and bank records, (fv) any attorney-client privileged material of Seller, (vi) all rights, claims, credits, causes of action or prepayments and 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 to refunds of Taxes for any Pre-Closing paid by Seller and its Affiliates, whether 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 all Tax Period or for which attributes of Seller is liable pursuant to Section 6.12; and its Affiliates (hincluding net operating losses and credits), (vi) Seller’s equity interests in its U.K. Subsidiary, and (vii) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies assets of Seller, including claims thereunder and any claims or benefits inif any, 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified set forth on Schedule 2.02(m)1.2.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the The following assets of Seller (collectively, the “Excluded Assets”): ) are excluded from the Purchased Assets and shall remain Seller’s property after Closing: (a) all cashcash and cash equivalents, cash equivalents (including any commercial paper, certificates of deposit, Treasury bills, other marketable securities and short-term similar investments), and including any cash proceeds from the PPP Loans, and the bank accounts accounts; (b) owned real property together with all right, title and their balances interest 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 reversions, remainders and rights of way appertaining to or otherwise benefitting such property; (c) minute book and equity records, including related taxpayer and other identification numbers and other information and books and records), lockboxes related to the Excluded Assets and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; Retained Liabilities; (bd) all rights under any Contractsand interests under, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) and all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; Benefit Plan; (e) Seller’s Organizational Documents and minute and equity ownership books and all records having that Seller is required by Applicable Law to do retain in its possession or necessary to retain with the company organization or existence of Seller and its company seal; respect to an audit; (f) all rightsContracts not specifically listed on Schedule 2.1(d), claimsincluding the Contracts listed on Schedule 2.2 (collectively, 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; “Excluded Contracts”); (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the all Tax Returns and Tax records refunds (or rights thereto); (h) all claims, demands, rights and reports remedies in connection with any of Seller other than those that are Purchased Assets; the Excluded Assets or the Retained Liabilities; (i) all insurance policies of Sellerbank accounts which relate to, 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 are used in or held for use in connection with with, the operation Business; (j) all abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Applicable Law where the dormancy period elapsed prior to Closing; (k) any life insurance policies on officers of Seller’s wound care and urology business; any Seller Party; (l) the Privileged Communications of any Seller Party; (m) any assets, refunds, credits, rebates, Contracts or other rights that accrue related to any Benefit Plan or will accrue to any other employee benefit plan, program, arrangement, agreement and policy of any Seller or any of their Affiliates; (n) all rights of any Seller Party under this Agreement and the any other Transaction Documents; and and (mo) the other assets of Seller that are identified on Schedule 2.02(m)all iPhones, iMacs, iPads and Apple Watches used by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets Seller shall not include sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (collectively, such assets being collectively referred to hereinafter as the “"Excluded Assets”"): (a) all cash, cash equivalents (including marketable securities rights of Seller and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests inSeller's Affiliates arising under this Agreement, the cash management system Other Agreements or from the consummation of Seller, including uncleared checks and drafts received the transactions contemplated hereby or deposited for the account of Sellerthereby; (b) all of Seller's rights in assets to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under any Contracts, including those listed on Schedule 2.02(bthe brand Abbokinase(R), but excluding the Assumed Contracts; (c) all Company Plans accounts receivable, notes receivable, cash, bank deposits, marketable securities and attributable assets of, intercompany receivable balances owed to Seller or relating to, such plans, including all records, Contracts and arrangements associated Seller's Affiliates with such Company Plansrespect to the Products existing at the Closing Date; (d) any Intellectual Property all rights of Seller and Seller's Affiliates arising under any active contract or agreement not Related to the Businessset forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller’s Organizational Documents 's Affiliates and minute such other similar corporate and equity ownership financial books and records having to do with the company organization or existence of Seller and its company sealSeller's Affiliates as may exist on the Closing Date; (f) all rightsreal property, claimsbuildings, creditsstructures and improvements thereon, causes of action whether owned or rights of set-off that leased by Seller may have arising under this Agreement or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the buildings designated by Seller as a result of the consummation of the transactions contemplated herebyM3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Intellectual Property of Seller or Seller's Affiliates of any refunds kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Taxes for Section 2.1(b), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any Pre-Closing Tax Period or for variants thereof, the stylized ▇▇▇▇▇l "A," ▇▇▇ ABBOKINASE(R) trademark, and any Intellectual Property to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which Seller is liable will be licensed to Buyer 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(mPatent License Agreement).

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded ReShape Assets”):) shall not be part of the sale and purchase contemplated hereunder, and are excluded from the ReShape IGB Assets, and shall remain the property of Apollo after the Closing: (a) any assets of ReShape or its Affiliates, not exclusively used in 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 Claims thereunder, in each case relating to the ReShape IGB Business prior to Closing; (d) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and and/or Accounts Receivable of ReShape or any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Businessits Affiliates; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization all real property interests of ReShape or existence any of Seller and its company sealAffiliates; (f) all rightsany assets of ReShape or any of its Affiliates, claimstangible or intangible, creditswherever situated, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of not included in the consummation of the transactions contemplated herebyReShape IGB Assets; (g) all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12its Affiliates other than the ReShape IGB Books and Records; (h) the Tax Returns all claims and Tax records and reports of Seller other than those that are Purchased counterclaims relating to any Excluded ReShape Liabilities or Excluded ReShape Assets;; and (i) all insurance policies claims, remedies and/or rights of Seller, including claims thereunder and any claims or benefits in, to or ReShape under any express or implied warranties from suppliers the terms 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)or any Transactional Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementThose assets of Sellers described below, the Purchased Assets together with any assets described on Schedule 1.2 hereto, shall not include the following assets be retained by Sellers (collectively, the “Excluded Assets”):) and shall not be conveyed to Buyers: (a) all cash, cash equivalents (including and marketable securities and short-term investments(except p▇▇▇▇ cash), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(baccounts receivable accrued and existing in respect of services rendered prior to the Effective Time (hereinafter defined), but excluding the Assumed Contractswhether billed or unbilled, recorded or unrecorded, with collection agencies or otherwise; (c) all Company Plans amounts payable to Sellers in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and attributable assets ofCHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor (“RAC”) appeals, all payments associated with any Medicare accountable care organizations (“ACOs”), clinically integrated networks (“CINs”), or the Medicare Comprehensive Care for Joint Replacement Model (“CJR”), and all payments for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State of Tennessee’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Virtual and Statutory Disproportionate Share (“DSH”), (iii) charity payments, and (iv) Directed Payment Program (“DPP”)), and all appeals and appeal rights of Sellers relating to, to such planssettlements, including all recordscost report settlements, Contracts and arrangements associated with such Company Plansfor periods prior to the Effective Time; (d) any Intellectual Property of Seller not Related to the Businessextent that the applicable Buyer does not need the same in connection with the operation of the Hospital or the Facilities or in connection with the defense of any claims, all records of Sellers relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, Tax Returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities, as well as all records which by law Sellers are required to maintain in their possession; (e) Seller’s Organizational Documents prepaid insurance, prepaid assets dedicated to Sellers’ benefit plans and minute any reserves or prepaid expenses related to Excluded Assets and equity ownership books and records having to do with the company organization Excluded Liabilities (such as prepaid legal expenses or existence of Seller and its company sealinsurance premiums); (f) the tradename “Tennova” and any variants thereof, including those variants identified on Schedule 1.2(f) (the “Excluded Tennova Marks”), and any and all rightsnames, claimssymbols, creditstrademarks, causes of action logos or rights of set-off that other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems,” “HMA” or any variants thereof or any other names which are proprietary to Seller may have arising under this Agreement or as a result of its Affiliates (together with the consummation of Excluded Tennova Marks, collectively, the transactions contemplated hereby“Excluded Marks”); (g) any refunds of Taxes for any Pre-Closing Tax Period computer software, systems and programs which are proprietary to Sellers or for which Seller is liable pursuant to Section 6.12their Affiliates; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsreceivables from or obligations with Sellers or their Affiliates; (i) all Sellers’ insurance policies of Sellerproceeds arising from pre-Effective Time incidents and Sellers’ assets held in connection with any self-funded insurance programs and reserves, 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 Closingif any; (j) all any claims of Seller’s intercompany account balances with its Affiliates, including those related Sellers against third parties to the Productsextent that such claims relate to the operation of the Facilities prior to the Effective Time or to the Excluded Assets or Excluded Liabilities; (k) all assetsof Sellers’ or any Affiliate’s proprietary manuals, propertiesmarketing materials, policy and interests rights primarily used in procedure manuals, standard operating procedures and marketing brochures, data and studies or held for use in connection with the operation of Seller’s wound care and urology businessanalyses; (l) all rights of CHS and Sellers in connection with and the assets of Sellers’ employee benefit plans; (m) all assets relating to home health or hospice operations; (n) all national or regional contracts of Sellers or any Affiliate of Sellers which are made available to any of the Facilities by virtue of the Facilities being an Affiliate of Sellers; (o) the electronic funds transfer accounts of the Facilities; (p) inventory or supplies that are expired or beyond their useful life; (q) all rights that accrue of Sellers in any contracts, commitments, leases and agreements which are not included in the Contracts; (r) any claims against third party payors relating to underpayments or will accrue violation of prompt pay statutes with respect to Seller periods prior to the Effective Time; (s) all payments received by Sellers or their Affiliates pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020, P.L. 116-136, as amended, and any regulations promulgated thereunder (the “CARES Act”), including any amount received from the U.S. Department of Health & Human Services (“Provider Relief Funds”); and (t) all rights of Sellers under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)its related documents.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset forth herein, the Purchased Assets shall not include any of the following assets assets, properties and rights of the Seller (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities ownership and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and other rights with respect to any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerSeller Benefit Plan; (b) all rights under the articles of incorporation and bylaws of the Seller, minute books, stock ledgers and other records of capitalization, qualifications to conduct business, taxpayer and other identification numbers, Tax Returns, Tax information, Tax records related to the Seller or any Contractsof the Seller’s Affiliates, including those listed on Schedule 2.02(b)corporate seals and any other document relating to the organization, but excluding maintenance and existence of the Assumed ContractsSeller; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansPersonal Property set forth on Schedule 2.2(c) (the “Excluded Personal Property”); (d) those Contracts set forth on Schedule 2.2(d) (the “Excluded Contracts”) and any Intellectual Property of Seller other Contracts not Related to the Businesslisted on Schedule 2.1(d); (e) Seller’s Organizational Documents causes of action, lawsuits, judgments, claims and minute and equity ownership books and records having demands relating to do with any of the company organization Excluded Liabilities or existence the Excluded Assets, whether arising by way of Seller and its company sealcounterclaim or otherwise; (f) all rightsexpress or implied guarantees, warranties, representations, covenants, indemnities and similar rights relating to the Excluded Liabilities or the Excluded Assets, including third‑party warranties and guarantees and all related claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement recovery and set‑off as to third parties which are held by or as a result in favor of the consummation of Seller and relate to the transactions contemplated hereby;Excluded Liabilities or the Excluded Assets; KCP-4567096-16 (g) any refunds of Taxes for any Pre-Closing Tax Period or for the rights that accrue to the Seller hereunder and under the Ancillary Agreements to which the Seller is liable pursuant to Section 6.12a party; (h) All Taxes and installments of Taxes paid by the Seller and all rights to Tax Returns credits and Tax records and reports refunds of Taxes paid by the Seller, whether paid directly by the Seller other than those that are Purchased Assetsor indirectly by a third party on the Seller’s behalf, regardless of whether such rights have arisen or hereafter arise; (i) all insurance policies All corporate records, including, but not limited to, the Seller’s minute book and stock record book (but not including records 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 the Business relating to Inventory sold by Seller prior to Closingoperation of the Business described in Section 2.1(i)); (j) all records prepared in connection with the sale of Seller’s intercompany account balances with its Affiliatesthe Purchased Assets, including those related bids received from third Persons and analyses relating to the ProductsPurchased Assets; (k) all assets, properties, insurance policies of the Seller and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology businessrespect to claims thereunder; (l) all deposits, advances, pre‑paid expenses and credits relating to the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; andExcluded Assets; (m) any equity interest in any Person and the other assets of Seller that are assets, properties and rights identified on Schedule 2.02(m2.2(m).; and

Excluded Assets. Notwithstanding Buyer and the Sellers expressly understand and agree that, notwithstanding anything to the contrary in this Agreementcontained herein, the following assets and properties of the Sellers prior to the Closing (the “Excluded Assets”) shall be excluded from the Purchased Assets and, except as otherwise provided in the Separation Agreement, shall not include be assets and properties of New Diamond following the following Closing: (a) all (i) motor vehicles (trucks, vans, and autos) and rail, truck and sea containers other than the Transferred Vehicles or as otherwise allocated pursuant to Section 1.01(m) and (ii) all other fixed assets and tangible personal property set forth on Schedule 1.02(a) (collectively, the “Excluded AssetsEquipment”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contractsof the cash and cash equivalents of the Sellers on hand (including all cash, including those listed on Schedule 2.02(b), but excluding the Assumed Contractscash equivalents and working funds in cash registers at each Store) and in banks other than ▇▇▇▇▇ Cash; (c) all Company Plans accounts receivable relating to the Standalone Drug Business owed to the Sellers or any of their Affiliates prior to the Effective Time, including delinquent rent payments, tenant reimbursements and attributable assets ofrefunds of insurance premiums accruing to, or relating toheld for, such plans, including all records, Contracts and arrangements associated with such Company Plansthe benefit of the Sellers (the “Accounts Receivable”); (d) any Intellectual Property of Seller not Related except as provided under Section 5.06, all insurance policies relating to the BusinessStandalone Drug Business or the Purchased Assets; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization any refund 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 credit of Taxes for to the extent attributable to any Pre-Closing Tax Period or to any Taxes for which Seller is liable pursuant to Section 6.12Sellers, New Diamond or SUPERVALU are responsible; (f) all equipment owned by third parties who are not affiliated with Sellers and all leased equipment located at or used in the Facilities, in each case in such categories of excluded equipment as are set forth in Schedule 1.02(a); (g) all computer software owned or used by the Sellers or their Affiliates; (h) the Tax Returns all contracts, agreement, leases, licenses, commitments, sales and Tax records purchase orders and reports of Seller other instruments (which may include tax indemnity agreements) other than those that are Purchased Assetsthe Assigned Contracts; (i) all insurance policies trademarks, service marks, trade names, logos, patents and similar intangibles owned by the Sellers or used in connection with the operation 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 Closingthe Facilities; (j) all rebates and refunds arising from the operation of Seller’s intercompany account balances with its Affiliates, including those related the Facilities prior to the ProductsEffective Time; (k) all assets, properties, undeposited or uncollected checks and interests rights primarily used in or food stamps held for use in connection with by the operation of Seller’s wound care and urology businessSellers prior to the Effective Time; (l) all signs or personal property that contain the rights that accrue name (or will accrue trade derivative thereof), trademarks, servicemarks, trade names or logo of the Sellers or any of their Affiliates, including all uniforms supplied to Seller under the Sellers’ employees; (m) any Purchased Assets sold or otherwise disposed of without violating any provisions of this Agreement during the period from the date hereof until the Effective Time; (n) all world wide web or other internet addresses, sites and domain names and internet protocol address spaces; (o) the Sellers’ phone networks, internet mail and computer networks; (p) all customer data and information derived from branded customer loyalty promotions, co-branded credit card programs and other Transaction Documentssimilar programs other than such customer data and information relating to customer purchases at the Stores; (q) all provider agreements for the Medicare and Medicaid programs, including all applicable provider numbers; (r) any lease, sublease, license, sublicense or other contract relating to the installation, use or operation of ATM’s or similar banking machines, in-store banking facilities, or slot machines or other gaming devices located at the Stores (and any interest of the Sellers in such equipment), except to the extent assignment to Buyer is required by the applicable agreement; provided, however, that Buyer shall allow each bank operating ATM’s or other in-store banking facilities and licensees of any kind to continue to operate in the relevant Store for up to 180 days (or such greater time as required by Law) after receipt of notice from the Sellers informing each such bank or licensee of the transfer of the relevant Store to Buyer; (s) all assets primarily related to the sale of inventory conducted through any website operated by or on behalf of Albertson’s or any of its Affiliates; (t) all reimbursements on account of Prorated Charges (as defined herein) due and owing to Sellers pursuant to Section 1.08; (u) all books and records to the extent relating to any Excluded Asset; provided, however, that Buyer will be entitled to copies of any other relevant books, records, files and papers to the extent relating to the Purchased Assets or to the extent relevant for normal course accounting after the Closing; (v) all firearms or any merchandise related to firearms, ammunition or similar items, in each case to the extent non-transferable under applicable Law; and (mw) the other assets of Seller that are identified on Schedule 2.02(m)all audiotapes, videotapes or DVDs available for rental and not owned by Sellers.

Excluded Assets. Notwithstanding anything Other than the Acquired Assets subject to Section 2.01, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning any other assets or properties of Seller, and all such other assets and properties shall be excluded from the contrary in this Agreement, Acquired Assets (the Purchased "Excluded Assets"). Excluded Assets shall not include the following assets (collectively, the “Excluded Assets”):and properties of Seller: (a) all cash, cash equivalents (including marketable securities and short-term investments)invested funds of the City or any of the City's Affiliates representing the unexpended bond proceeds, bank accounts and their balances (including related books and records), lockboxes and deposits ofplus investment earnings, and any rights or interests inother amounts in the capital improvement, the cash management system of Seller, including uncleared checks bond and/or construction fund balances and drafts received or deposited reserves for the account of Seller;System. (b) all rights under any Contracts, including those listed the Stormwater System Assets as set forth on Schedule 2.02(b), but excluding ) except to the Assumed Contractsextent Stormwater System Assets are jointly used by the System and the Stormwater System; (c) all Company Plans and attributable assets ofthe Public Works Building, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Planssubject to the Public Works Building Lease; (d) any Intellectual Property of Seller all contracts that are not Related to the BusinessAssigned Contracts; (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 sealAccounts Receivable; (f) all rightsthe Lagoon, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of subject to the consummation of the transactions contemplated herebyLagoon Option; (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 SellerSeller and all rights to applicable claims and proceeds thereunder, including claims thereunder and any claims or benefits in, except to or under any express or implied warranties from suppliers of goods or services relating the extent pertaining to Inventory sold by Seller the Acquired Assets as to which a loss has occurred prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (kh) all assets, propertiesproperties and rights used by the City which are not used, and interests rights primarily used necessary or important in or held for use in connection with the operation of Seller’s wound care and urology businessthe System; (li) the rights that accrue or will accrue to Seller under this Agreement and the Related Agreements; (j) Seller's Access Rights, Reserved Rights and any other Transaction Documentsassets listed in Schedule 2.02(j); and (mk) the other assets of Seller that are identified on Schedule 2.02(m)Cell Tower Antenna Agreements.

Excluded Assets. Notwithstanding anything The following assets relating to the contrary in this Agreementbusiness of operating, publishing and distributing the Purchased Assets Publications shall be retained by Sellers and shall not include the following assets be sold, assigned, conveyed, transferred or delivered to Buyer (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities Claims by Sellers with respect to the Excluded Assets and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Sellerliabilities not assumed by Buyer, including uncleared checks without limitation all refunds and drafts received or deposited claims for the account of SellerTax refunds (except for prepaid Taxes acquired by Buyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) all rights under any ContractsAll contracts of insurance, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsTax records and Tax Returns; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansAll Employee Benefit Programs (as defined in Section 3.13(g)); (d) The right to use the “M▇▇▇▇▇” and “M▇▇▇▇▇ Publishing” names and, except for the agreements described in Schedule 3.9, the right to participate in any Intellectual Property of Seller not Related plan, procedure or right that was made available to the BusinessPublications by or through M▇▇▇▇▇ Communications, or any of its Affiliates (as defined below), including but not limited to any Employee Benefit Program (as defined in Section 3.13(g)); (e) Seller’s Organizational Documents All claims, refunds, causes of action, choses in action, rights of recovery, rights of set off and minute and equity ownership books and records having rights of recoupment of Sellers related to do with the company organization businesses of the Publications on or existence prior to the Closing, exclusive of Seller and its company sealthe rights granted in Section 1.1(g) ; (fi) the franchise to be a limited liability company or corporation; (ii) the organizational documents (including articles or certificate of formation or bylaws (as applicable)); (iii) the minute books; (iv) the stock and/or membership interest ledgers and all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or stock and/or membership certificates; (v) the qualifications to transact business as a result foreign entity; (vi) the arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers; (vii) other records or similar documents relating to the organization, maintenance and existence of Sellers as limited liability companies and/or corporations; and (vii) any other corporate records relating to the consummation limited liability company and/or corporate organization or capitalization (as applicable) of the transactions contemplated herebySellers; (g) any refunds All items that are located at the headquarters offices of Taxes M▇▇▇▇▇ Communications or otherwise not located at the Real Property (as defined in Section 3.10) included in the Acquired Assets except for any Pre-Closing Tax Period the data relating to the Publications described in Section 1.1(h) stored on Sellers’ server at the headquarters offices, copies of which will be delivered or transmitted to Buyer in whatever form is reasonably practicable for which Seller is liable pursuant to Section 6.12the parties; (h) Any right, property or asset described in Schedule 1.2(h), including the Tax Returns property and Tax records rights which are shared with any Affiliates of any Seller and reports not used primarily in the businesses of Seller other than those that are Purchased Assetsthe Publications; (i) all insurance policies Any assets or properties of SellerSellers, including claims thereunder tangible or intangible, of every kind and any claims or benefits in, to or under any express or implied warranties from suppliers description which are not used primarily in connection with the businesses and operation of goods or services relating to Inventory sold by Seller prior to Closingthe Publications and are not included in the Closing Date Balance Sheet; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the ProductsSellers’ rights under this Agreement; (k) all assetsCornerstone Property, properties2.86 acres (Block 69, Parcel B) at corner of Highway 50 and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology businessBurleight Street, Yankton, Yankton County, South Dakota; (l) the rights that accrue or will accrue to Seller under this Agreement All tax sharing agreements and the other Transaction Documentsmanagement agreements with M▇▇▇▇▇ Communications; and (m) All equity interests in third parties, including but not limited to equity interests of any Seller in any Affiliate of M▇▇▇▇▇ Communications; (n) For purposes of this Agreement, “Affiliate” of a person means any other person that directly or indirectly controls, is controlled by, or is under common control with, such person. The term “control”, “controlled by” and “under common control with”, as used with respect to any person, means the other assets possession, directly or indirectly, of Seller that are identified on Schedule 2.02(m)the power to direct or cause the direction of the management and policies of such person, whether through the ownership of securities, by contract or otherwise.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Purchased Assets shall not include the following assets assets, which otherwise relate to, or are used or held for use in connection with, the 17173 Business (collectively, the “Excluded Assets”): (a) all cashany right, cash equivalents (including marketable securities title and short-term investments), bank accounts interest held by any Seller Group Company in and their balances (including related books and records), lockboxes and deposits of, and to the Equity Securities of any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerPerson other than Kylie; (b) all rights under any Contractsof the Sellers’ bank accounts, including those listed on Schedule 2.02(b)and all cash, but excluding cash equivalents, bank deposits or similar cash items of the Assumed ContractsSeller Group Companies; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansas set forth in Schedule 2.02(c) attached hereto that will not be assigned to the Buyer Group (the “Excluded Contracts”); (d) any Intellectual Property all Accounts Receivable of Seller not Related the Sellers arising with respect to the Businessgoods or services provided during periods on or prior to December 31, 2011; (e) Seller’s Organizational Documents and the corporate seals, organizational documents, minute and equity ownership books, stock books, Tax Returns, books and of account or other records having solely in respect of the corporate organization of any of the Seller Group Companies, provided that if any of the foregoing records relates to do with the company organization or existence 17173 Business, a copy of Seller and its company sealsuch records shall be provided to the Buyer Group at the Closing; (f) all rights, claims, credits, causes of action intercompany receivables or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyto intercompany payments; (g) any refunds of Taxes for any Pre-Closing Tax Period all insurance policies or for which Seller is liable pursuant benefits as set forth in Schedule 2.02(g) attached hereto that will not be assigned to Section 6.12the Buyer Group; (h) all Permits which are held by any of the Tax Returns Sellers and Tax records required for the conduct of the 17173 Business as conducted by the Sellers or for the ownership and reports use of Seller other than those that the Purchased Assets prior to the Closing and which are Purchased Assetsnot legally transferrable to the Buyers under PRC law; (i) all insurance policies of Sellerthe assets, including claims thereunder properties 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;rights specifically set forth on Schedule 2.02(i); and (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 which accrue or will accrue to Seller the Sellers under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased The Acquired Assets shall not include any assets other than those expressly set forth in Sections 1.1 and 1.2, and all such other assets shall remain the following assets sole property of Seller and its Affiliates (collectivelyeach, an “Excluded Asset”). Without limiting the generality of the foregoing, the “Excluded Assets”):Acquired Assets shall not include Seller’s or its Subsidiaries’ right, title or interest in or to any of the following: (a) all cash, cash equivalents (including marketable securities and short-term investmentsThe assets identified on Schedule 1.3(a), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under All assets of any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsAcquired Business; (c) all Company Plans All cash and attributable assets ofcash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills and other marketable securities (whether or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related related to the Business; (e) on hand in 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 accounts immediately prior to Closing; (jd) all of Seller’s intercompany account balances All Accounts Receivable with its Affiliates, including those related respect to work or services performed or rendered prior to the ProductsClosing Date, subject to Section 2.4 of the Subcontract Agreement; (ke) All rights pursuant to any Acquired Contracts, including all assetsrefunds, propertiescredits or other amounts owing from any counterparties to the Acquired Contracts pursuant thereto, with respect to any periods prior to the Closing, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology businessclaims therefor; (lf) the All insurance policies and all rights that of Seller to insurance claims, related refunds and proceeds thereunder; (g) The rights which accrue or will accrue to Seller under this Agreement or any agreement contemplated hereby; (h) All refunds of Taxes relating to all periods ending on or prior to the Closing Date, determined in accordance with Sections 8.2(b) and the other Transaction Documents8.3(a); and (mi) the All personnel records related to Business Employees and other assets of records that Seller that are identified on Schedule 2.02(m)is required by Law to retain in its possession or is not permitted under Law to provide to Buyers.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets It is expressly agreed that Seller shall retain and Buyer shall not include acquire the following assets on the date hereof or as of the Closing Date (collectively, the “Excluded Assets”): (a) All Cash and all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerlike assets; (b) all rights under any ContractsAll deposits (other than the Security Deposits, including those listed on Schedule 2.02(bif any), but excluding accounts receivable and other amounts due from any Person to Seller relating to the Assumed Contractsperiod prior to the Closing Date; (c) All minute books, charter documents, stock record books, books and records pertaining to the organization, existence or capitalization of Seller, including, for the avoidance of doubt, all Company Plans financial, accounting and attributable assets of, Tax records of or relating to, to Seller; provided that all such plans, including all records, Contracts and arrangements associated with such Company Plansitems relating to the Assets shall not be deemed Excluded Assets; (d) All books and records relating solely to any Intellectual Property of Seller not Related to the BusinessExcluded Assets; (e) Seller’s Organizational Documents All assets consumed or otherwise disposed of by Seller in the ordinary course of business and minute and equity ownership books and records having in accordance with this Agreement prior to do with the company organization or existence of Seller and its company sealClosing; (f) all rights, claims, credits, causes All prepaid assets or refunds or credits of action or rights of set-off that Seller may have arising under this Agreement or as a result of Taxes for any period prior to the consummation of the transactions contemplated herebyClosing Date; (g) any refunds All cash reserves of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12;held by its existing lenders, including, without limitation, capital expenditure, property tax and insurance reserves; and (h) the Tax Returns and Tax records and reports Legal names of Seller in order to finish cost reports, tax returns and other than those that are Purchased Assetsreporting requirements, but not to conduct business; (i) all insurance policies All of Seller, including claims thereunder ’s interest in vehicles 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 Closingother assets specifically listed on Schedule 3.2(i); (j) all That certain cellular telephone titled in the name of Seller and utilized by ▇▇▇▇▇ ▇▇▇▇▇▇, an owner of Seller’s intercompany account balances with its Affiliates. Notwithstanding the foregoing, including on or before the Closing Date, Buyer may request copies of those related to the Products; (k) all assets, properties, certain photographs 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified portraits set forth on Schedule 2.02(m3.2(i) (the “Family Photo Copies”), which copies shall be prepared by Seller at Buyer’s cost and expense and provided to Buyer on or before the Closing Date.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementprovisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include 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 following rights, properties or assets set forth or described in paragraphs (collectivelya) through (k) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the “Excluded Assets”): (a) all any of Seller’s or its Affiliate’s receivables, cash, cash equivalents (including marketable securities and short-term investments)equivalents, bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the similar cash management system of Seller, including uncleared checks and drafts received items or deposited for the account of Selleremployee receivables; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding Proprietary Information of Seller or any Affiliate other than the Assumed ContractsAssigned Intellectual Property or the Licensed Intellectual Property; (c) all Company Plans and attributable assets ofany (i) confidential personnel records pertaining to any Business Employee, or relating to(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 plansretained confidential personnel records and other books and records that relate to the Purchased Business, including all recordsthe Purchased Assets, Contracts the Assumed Liabilities or the Transferred Employees; and arrangements associated with (iii) the information management systems of Seller or any 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 Company Plansinformation 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) any Intellectual Property claim, right or interest of Seller not Related or any Affiliate of Seller in or to the Businessany refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Excluded Taxes; (e) Seller’s Organizational Documents and minute and equity ownership books and records having subject to do with Section 5.8, any rights to, or the company organization use of, the “NMS” or existence of Seller and its company seal“NMS Corporation” trademarks; (f) the Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment, 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 herebywhich are identified on Schedule 2.2(f); (g) any refunds insurance policies or rights of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12proceeds thereof; (h) 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 the Tax Returns assets, properties or operations of the Purchased Business arising out of transactions occurring prior to, and Tax records and reports including, the Closing Date, including all amounts due from customers of Seller other than those that are Purchased Assets; (i) all insurance policies or Affiliates of Seller, including claims thereunder and any claims or benefits in, Seller with respect to or under any express or implied warranties from suppliers of goods or services relating shipments made to Inventory sold by Seller such customers prior to Closing; (i) any of the assets of the Benefit Plans; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products;Premises; and (k) all other assets, properties, interests 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(mor any Affiliate not related to the Purchased Business (including the remainder of the AccessGate Products Group).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include Acquisition Sub and Parent expressly understand and agree that the following assets and properties of Seller (collectively, collectively the “Excluded "EXCLUDED ASSETS") shall be excluded from the Purchased Assets”):: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account investments of Seller; (b) all rights under accounts and notes receivable of Seller, and any Contracts, refunds due to Seller including those but not limited to refunds on prepaid expenses and insurance; (c) all of Seller's potential Tax refunds or adjustments; (d) the Redwood City Lease; (e) except as listed on Schedule 2.02(b2.01(a), but excluding all office and laboratory equipment, furniture, supplies and computers that are not directly utilized with the Purchased Assets and that are located at the Redwood City Facility; (f) any Contracts with any Business Employee, including without limitation, any termination, employment, retention, change-in-control or 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 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 with respect to Seller's arbitration with Sanofi; (i) all financial records of Seller; (j) all employee and personnel records of Seller; (k) all Contracts of Seller other than the Assumed Contracts; (cl) all Company Plans the minute books and attributable assets ofstock transfer records of Seller, or and any other documents and legal files relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents organization, maintenance 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 Seller under this Agreement and the other Transaction Documentscorporation; and (m) the other assets of Seller any insurance proceeds that are identified on Schedule 2.02(m)have become Excluded Assets pursuant to Section 5.03.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the The Purchased Assets shall not include include, and the Seller shall retain, the following assets (collectively, the “Excluded Assets”): (a) all All cash, cash equivalents (including and other marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and of Seller or any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerits Affiliates; (b) All accounts receivable from any Person and any notes receivable from any Person arising out of the operation of the Business prior to Closing, as well as all rights under any Contractsamounts, including those listed on Schedule 2.02(b)if any, but excluding the Assumed Contractsthat are receivable by Seller from its Affiliates; (c) all Company Plans All of Seller’s rights under the Contracts that are described and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansset forth on Schedule 1.2(c); (d) any Intellectual Property of Seller not Related All rolling stock except the railcars assigned or transferred pursuant to the BusinessSection 6.13; (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 sealAll Intercompany Accounts; (f) all rights, claims, credits, causes of action or The Seller’s rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyand all Transaction Documents; (g) any refunds of Taxes for any Pre-Closing The Seller’s minute books, stock record books and corporate franchise, income and other Tax Period or for which Seller is liable pursuant to Section 6.12Returns; (h) the Tax Returns Rights and Tax records and reports of Seller other than those that are Purchased Assetsproceeds under any insurance policies; (i) all insurance policies of Seller, including claims thereunder The name “Green Plains” 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 Closingderivatives thereof; (j) all of Seller’s intercompany account balances with its AffiliatesAll derivative contracts, including those related to the Productshedging instruments and other similar futures contracts; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of ‎The Seller’s wound care and urology business;rights to claims for refunds for any Taxes (or ‎portion thereof) ending on or before the Closing Date; and (l) All Claims and/or recoveries with respect to the rights that accrue ADM and Syngenta class actions (ADM: Green Plains Trade Group LLC, et al., individually and on behalf of all others similarly situated, Plaintiffs vs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company, Defendant. U.S. District Court for the District of Nebraska, Case No: 8:20-CV-00279) (Syngenta: In Re: Syngenta AG MIR162 Corn Litigation, U.S. District Court for the District of Kansas, MDL No.: 2591 Case No. 14-md-2591-JWL-JPO) (collectively, the “Syngenta/ADM Actions”); Seller shall indemnify the Buyer Indemnitees against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or will accrue sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to Seller under this Agreement and or by reason of Claims arising with respect to such actions; such indemnification shall not be subject to the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).limitations set forth in Section 10.4.‎

Excluded Assets. Notwithstanding anything contained in Section 2(a) to the contrary in this Agreementcontrary, the Purchased Assets 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 not include expressly exclude the following assets of the Seller Entities, all of which shall be retained by the Seller Entities (collectively, the “Excluded Assets”): (ai) all cash, of the Seller’s and its Affiliates’ cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerequivalents; (bii) the Seller’s and its Affiliates’ corporate books and records of internal corporate proceedings, 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 under in the following names and marks and any Contracts, including those listed variation or derivation thereof: “Flowserve” and such other names and marks set forth on Schedule 2.02(b2(b)(iii), but excluding the Assumed Contracts; (civ) all Company Plans of the Seller’s and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansits Affiliates’ bank accounts; (dv) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller and its Affiliates that are not Transferred Assets; (vi) any Intellectual Property interest in or right to any refund of Seller not Related Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (vii) all records prepared in connection with the sale of the Business, including bids received from third persons and analyses relating to the Business; (eviii) Seller’s Organizational Documents any insurance policies and minute and equity ownership books and records having to do with the company organization rights, claims or existence causes of Seller and its company sealaction thereunder; (fix) 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 rights to receive division or corporate-level services of the type currently provided to the Business by the Seller or any of its Affiliates; provided, however, that nothing contained herein shall limit Seller’s obligation to provide services under the Transition Services Agreement; (xi) all rights, claims, credits, claims and causes of action relating to any Excluded Asset or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyany Excluded Liability; (gxii) any refunds the assets of Taxes for any Pre-Closing Tax Period or for which the Seller is liable pursuant to Section 6.12listed in Schedule 2(b)(xii); (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (ixiii) all insurance policies rights 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 Seller under this Agreement and the Ancillary Agreements; (xiv) the Accounts Receivable, Contracts and other Transaction Documentsagreements listed in Schedule 2(b)(xii); and (mxv) the other assets of Seller that are identified on Schedule 2.02(m)Excluded Accounts Receivable.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets The Property shall not include include, and there is excepted, excluded, and retained from the following assets transaction contemplated by this Agreement (collectively, the “Excluded Assets”): (a) all cashAll deposits, cash equivalents (including marketable securities and short-term investments)surety bonds, bank accounts and their balances (including related books and records), lockboxes and deposits ofrights under any letters of credit, and collateral pledged to secure any rights liability or interests in, obligation of Seller in respect of the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of SellerProperty; (b) all rights under any ContractsAll general corporate books and records relating to Seller’s business generally, including those listed on Schedule 2.02(b), but excluding even if containing references to the Assumed ContractsProperty; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company PlansAll Income Tax returns; (d) any Intellectual Property All technical data that is not transferable pursuant to a third-party agreement (or which was transferable, but only with the payment of Seller a fee, cost or expense that Buyer did not Related elect to the Businesspay); (e) Seller’s Organizational Documents All trade credits, accounts, receivables and minute and equity ownership books and records having all other proceeds, incomes or revenues attributable to do the Properties with respect to any period prior to the company organization or existence of Seller and its company sealEffective Time; (f) all rights, claims, credits, All claims and causes of action or rights of set-off that Seller may have attributable to any period prior to the Effective Time except those claims and causes of action arising under this Agreement or as a result of the consummation of the transactions contemplated herebywith respect to Assumed Obligations; (g) any All refunds of Taxes or loss carry financials with respect to (i) taxes (other than Income Taxes) attributable to the Properties for any Pre-Closing Tax Period period prior to the Effective Time, (ii) Income Taxes or for which Seller is liable pursuant (iii) any taxes attributable to Section 6.12Excluded Assets; (h) All obligations for which Seller owes Buyer indemnity under Section 8.02 and audit rights arising under any of the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets;Applicable Joint Operating Agreements with respect to any period prior to the Effective Time; and (i) all insurance policies Documents prepared by or for Seller with respect to (i) lists of prospective purchasers for the sale of the Properties compiled by Seller, including claims thereunder (ii) bids submitted by other prospective purchasers for such transaction and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold (iii) analyses 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)any bids submitted by any prospective purchaser.

Excluded Assets. Notwithstanding anything the foregoing, Buyer is not purchasing and Seller is retaining all right, title and interest in and to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “"Excluded Assets”"): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any Seller's rights or interests inunder this Agreement, the cash management system of SellerEscrow Agreement, including uncleared checks and drafts the Sublease, the Transition Services Agreement, the Subcontract, the Billing Services Agreement or any other document or agreement delivered to or received or deposited for the account of Sellerby Seller in connection herewith; (b) all rights under any ContractsAll cash on hand and in banks, including those listed on Schedule 2.02(b), but excluding the Assumed Contractscash equivalents and investments; (c) all Company Plans Seller's bank accounts (except the lockbox accounts listed on Schedule 2.1(l)), checkbooks and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Planscancelled checks; (d) any Intellectual Property of Seller not Related to the BusinessThe real property lease for Seller's headquarters facility in Tempe, Arizona; (e) Seller’s Organizational Documents The corporate name "OrthoLogic" and minute and equity ownership books and records having to do with any related trademarked or stylized versions thereof (the company organization or existence of Seller and its company seal"Excluded Marks"); (f) all rightsSeller's corporate charter, claimsminute and stock record books, 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 herebyand corporate seal and tax returns; (g) any refunds of Taxes All Accounts Receivable due from Federal health care programs, and all rights to ▇▇▇▇ Federal health care program payors for any Pre-sales completed prior to the Closing Tax Period or for which Seller is liable pursuant to Section 6.12(the "Excluded Medicare Receivables"); (h) the Tax Returns Seller's rights to any refunds due with respect to insurance premium payments and Tax records and reports of Seller other than those that are Purchased Assetsrefunds with respect to Taxes heretofore paid by Seller; (i) All property, tangible and intangible, real or personal, and all insurance policies assets of Seller that are not related primarily to the Business, including, without limitation, those assets used in the design, development and marketing of Seller, including claims thereunder 's injectable bone healing products 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 Closingas set forth on Schedule 2.3(i); (j) all of Any insurance policies held by 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;The agreements set forth on Schedule 2.3(k); and (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified The assets, if any, described on Schedule 2.02(m2.3(l).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Acquired Assets shall are the only properties, rights and assets transferred to, or otherwise acquired by, Purchaser under this Agreement. Without limiting the generality of the 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 following properties and assets of Seller listed or described below in this Section 2.2 (collectively, all properties and assets not being acquired by Purchaser are herein collectively referred to as the “Excluded Assets”): (a) all cash, cash equivalents the Purchase Price (including marketable securities and short-term investmentsexcluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 8.4), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all of Seller’s rights and obligations under any Contracts that are not Assigned Contracts, including those listed any Contracts set forth on Schedule 2.02(b2.2(b), but excluding the Assumed Contracts; (c) all Company Plans of Seller’s rights and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansinterests under any Permits that are not Acquired Assets; (d) any Intellectual Property assets and associated Claims or rights arising out of Seller not Related the Excluded Liabilities, including rights relating to prepaid expenses, refunds or adjustments (except to the Businessextent described in Section 2.1(m); (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence all rights of Seller arising under this Agreement and its company sealthe Ancillary Agreements; (f) all (i) Avoidance Actions and (ii) rights, claims, credits, Claims or causes of action of Seller against individuals who were officers or rights directors of set-off that Seller may have arising under this Agreement or as a result of prior to the consummation of the transactions contemplated herebyClosing Date; (g) all good faith or other bid deposits submitted by any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12third party; (h) the Tax Returns any and Tax records and reports all privileges of Seller with any of its professionals including attorneys, accountants, and other than those that are Purchased Assetsadvisors, whether related to attorney-client privilege, attorney work product, or otherwise; (i) all insurance policies 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, including claims thereunder 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 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 ClosingExcluded Corporate Records; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Productsrights and benefits under director and officer Insurance Policies; (k) all assetsthe stock and other equity interests or securities, propertiesincluding promissory notes, and interests rights primarily used in or held for use in connection with the operation issued by each Subsidiary of Seller’s wound care and urology businessSeller 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 that accrue or will accrue and interests 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 this Agreement any Insurance Policies related to an event occurring prior to Closing and the other Transaction Documents(iii) any letters of credit related thereto; (u) all promotional allowances and vendor rebates and similar items; and (mv) the other assets all rights, Claims or causes of action of Seller that are identified on Schedule 2.02(magainst other parties arising out of events occurring prior to the Closing (including, for the avoidance of doubt, rights, Claims or causes of action arising out of events occurring prior to the Petition Date) other than those Acquired Assets set forth in Section 2.1(x).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased The Assets shall not include the following specifically enumerated assets (collectively, 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) all cashrelating to the Excluded Assets or the Excluded Liabilities, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contractsexcept to the extent relating to Assumed Liabilities, including those listed on Schedule 2.02(b)relating to the ownership of the Assets or operation of the Business prior to the Closing Date, but excluding the Assumed Contracts; or (c) all Company Plans and attributable assets of, against the Seller or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; any Affiliate of the Seller (d) but specifically excluding 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 similar rights by any Buyer or its Affiliates against the Seller or any of set-off that Seller may have arising its Affiliates under this Agreement or as a result of the consummation of the transactions contemplated hereby;Agreement). (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; 2.2.4 All: (i) all insurance policies of Sellerprivileged or proprietary materials, including claims thereunder documents, software, data, information, and any claims media owned by or benefits in, licensed to the Seller 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, 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 those related 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 Products; extent that any of the foregoing items (ki)-(iv) all assets, properties, and interests rights primarily are not used in or held for use 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, including bank accounts, money market funds and temporary cash investments. 2.2.8 All of the Seller’s wound care and urology business;any of its Affiliates’ right, title and interest in and to all (a) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other 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, 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 (li) 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. 2.2.15 Any equity interest held by the Seller (or Affiliate thereof) in any Person. 2.2.16 Any planes, vehicles or communication, computer, clerical or accounting Equipment located outside of the boundaries of the Facilities on the date hereof, the Owned Real Property or Leased Real Property that accrue have historically been located outside of the boundaries of such Assets (or will accrue hereafter acquired and 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 that is not used exclusively in connection with the ownership of the 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 excluding books, documents, records and files relating to the 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 the other Transaction Documents; andagreements and transactions contemplated hereby. (m) 2.2.22 All rights of the other assets of Seller that are identified on Schedule 2.02(m)in the Excluded Hydrocarbon Inventory. 2.2.23 The AF Transport Property.

Excluded Assets. Notwithstanding anything to It is expressly understood and agreed that the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):following: (a) all cash, Cash and cash equivalents (including or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerinsurance premium prepayments; (b) The accounts receivable of the Company as of the Closing Date, all rights to payment under any Contracts, including those listed on Schedule 2.02(b), but excluding assigned Contracts arising out of work performed by the Assumed ContractsCompany 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; (c) all Company Plans Claims for refunds of taxes and attributable assets of, or relating to, other governmental charges to the extent such plans, including all records, Contracts and arrangements associated with such Company Plansrefunds relate to periods prior to the Closing Date; (d) any Intellectual Property All rights, claims or causes of Seller not Related action of the Company arising or relative to periods prior to the BusinessClosing; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with The assets of any employee benefit plan maintained by the company organization Company or existence any of Seller and its company seal;Affiliates; and (f) all rightsThe original corporate minute books, claimsstock books, creditsfinancial records, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result tax returns and corporate policies and procedures manuals of the consummation 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 the Buyer shall prepare invoices for periods after the Closing. With respect to footage basis drilling contracts ongoing on the Closing Date, the Buyer shall conduct the accounting for such contracts in cooperation with the Company through the completion of the transactions contemplated hereby; relevant well, and shall invoice the customer on behalf of both parties. The Buyer shall determine the profits for the well (g) any refunds revenue for the well, net 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 expenses other than those that are Purchased Assets; (iany g & a allocations) 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 remit to the Products; (k) all assets, properties, Company its pro rata portion based upon footage completed before and interests rights primarily used in or held for use in connection with after the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)Closing Date.

Excluded Assets. Notwithstanding anything The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets: (a) all of the Cash and Cash Equivalents of the LIN Companies, the Seller or any of their Affiliates; (b) all bank and other depository accounts of the Seller, the LIN Companies or any of their Affiliates; (c) insurance policies relating to either or both of the Stations, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder; (d) all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any cause of action or claim relating to any event or occurrence prior to the contrary Effective Time (other than as specified in Schedule 2.02(e)); (f) all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates; (h) all (i) books, records, files and papers, whether in hard copy or computer format, relating to 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 Purchased Assets shall 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 include the following assets Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded AssetsContracts”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (bl) other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller, the LIN Companies or any of their Affiliates; (m) all rights under any ContractsTax records, including other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(b2.02(n), but excluding the Assumed Contracts; (co) all Company Plans of the Seller’s rights, title and attributable assets interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the names “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or relating marks confusingly similar to, such plans, including all records, Contracts and arrangements associated with such Company Plans;any of the foregoing; and (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; (fp) all rightsreal and personal, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result tangible and intangible assets of the consummation of Seller, 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 LIN Companies and Tax records and reports of Seller other than those their Affiliates 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 businesseither or both of the Stations but are neither located at nor used primarily with respect to either or both of the Stations; (lq) 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 rights operation of either or both of the Stations; (r) all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that accrue are owned beneficially or will accrue to of record by the Seller under this Agreement and the other Transaction Documentsor its Affiliates; and (ms) the all other assets of the LIN Companies, the Seller that are identified on Schedule 2.02(m)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.

Excluded Assets. Notwithstanding anything to the contrary in Section 3.1 or elsewhere in this Agreement, the Purchased Assets shall not include any of the following assets assets, property and undertaking (collectively, the “Excluded Assets”):), which shall not form part of the purchase and sale contemplated hereunder and shall remain the property of the Vendor after Closing: (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights on hand or interests in, the cash management system of Seller, including uncleared checks and drafts received on deposit with banks or deposited for the account of Sellerother depositaries; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed ContractsAccounts Receivable; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansthe Prepaid Expenses; (d) any Intellectual Property of Seller not Related to the Businessterm or time deposits, guaranteed investment certificates, treasury bills and other marketable securities; (e) Sellerdebts due to the Vendor from any shareholder, director, officer or employee of any such Vendor or any other person who does not deal at arm’s Organizational Documents and minute and equity ownership books and records having to do length with the company organization or existence of Seller and its company sealsuch Vendor; (f) all rights, debts due to the Vendor and any claims, credits, causes of action suits or rights of set-off that Seller may have arising under this Agreement or as a result action of any nature whatsoever of the consummation Vendor by or against any person with respect to the Vault Cash Program including all debts due to the Vendor and all of the transactions contemplated herebyVendor’s claims, suits or rights of action pursuant to the Customer Contracts and Operating Contracts pertaining to the Vault Cash Program; (g) any refunds claims, suits or rights of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12action of the Vendor against ▇▇▇▇▇ ▇▇▇▇▇▇ and his heirs, executors and administrators; (h) the Tax Returns and Tax records and reports interest of Seller other than those that are Purchased Assetsany of the Vendor in any insurance policies, including the cash surrender value thereof; (i) all insurance policies refundable Taxes previously paid by any of Seller, including claims thereunder the Vendor and any claims claim or benefits inright of any such Vendor to any refund of Taxes, to or under together with any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closinginterest thereon; (j) all the corporate and Tax records of Seller’s intercompany account balances with its Affiliates, including those related to the Products;Vendor; and (k) all assets, properties, the property and interests rights primarily used assets listed 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m)8 attached hereto.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, there shall be excluded from the sale, conveyance, assignment or transfer from the Asset Sellers to Buyers hereunder, and the Purchased Assets shall not include include, the following assets (collectively, the “Excluded Assets”): (a) all cash, cash and cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and of any rights or interests in, the cash management system of Asset Seller, including uncleared checks any investment securities and drafts received or deposited for the account other short- and medium-term investments of any Asset Seller; (b) all trade accounts receivable and other rights under to payment from customers of any ContractsAsset Seller and the full benefit of any all security for such accounts or rights to payment, including those listed on Schedule 2.02(ball trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of any Asset Seller; all other accounts or notes receivable of any Asset Seller and the full benefit of all security for such accounts or notes; and any claim, remedy or other right related to any of the foregoing (“Accounts Receivable”), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plansreal property owned by any Asset Seller, including all records, Contracts and arrangements associated with such Company Plansthe real property relating to the Altoona Facility; (d) any Intellectual Property real property lease rights of Seller not Related to any Asset Seller, except for the BusinessPlant B Lease and the Georgia Lease; (e) Seller’s Organizational Documents and minute and equity ownership books and records having Contracts to do with which any Asset Seller is party or bound that are not Assigned Contracts (the company organization or existence of Seller and its company seal“Excluded Contracts”); (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 any Asset Seller under this Agreement and the other Transaction Documents; (g) all refunds of Taxes of any Asset Seller; (h) all Tax Returns (and related work papers and work product) of any Asset Seller; (i) the Seller Trademarks not assigned in connection herewith; (j) all Seller Benefit Plans and any funds held in trust in connection with such Seller Benefit Plans; (k) any rights or benefits pursuant to any insurance policies of any Asset Seller (whether intercompany, self-insurance or otherwise); (l) any causes of action, lawsuits, judgments, claims and demands of any nature of any Asset Seller that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (m) any Permits of any Asset Seller, including Environmental Permits, not specifically assigned in connection herewith; (n) all Excluded Plant A Inventory as of the Closing; (o) the Asset Seller Corporate Books; (p) the Excluded UPC Codes; and (mq) the any other assets of asset owned, leased or licensed by any Asset Seller that are identified on Schedule 2.02(m)is not included in the Purchased Assets.

Excluded Assets. Notwithstanding anything to Seller specifically excludes from this transaction all reservations and exceptions listed in Exhibit “A” and the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):following: (a) all cashAll vehicles and other transportation equipment, cash equivalents (including marketable securities furniture, office supplies and short-term investments)equipment, bank accounts telephones and their balances (including related books radio or other telecommunications systems, tools, store stock, spare parts, and records), lockboxes and deposits ofequipment, and any rights other assets not specifically used or interests in, required in connection with the cash management system operation of Seller, including uncleared checks and drafts received or deposited for the account of SellerProperties; (b) all rights under any Contractscomputer equipment, including those listed telecommunications equipment, vehicles, tools, pulling machines, and other equipment and material temporarily located on Schedule 2.02(b), but excluding the Assumed ContractsProperty; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansitems excluded from the Records provided to Buyer before the execution date; (d) any Intellectual Property personal property, fixtures, equipment and facilities located on the Lands, but currently in use exclusively in connection with the ownership or operation of Seller other property not Related to included in the BusinessProperties; (ei) all trade credits, accounts receivable, notes receivable and other receivables attributable to Seller’s Organizational Documents 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 minute funds attributable to Seller’s interest in the Properties with respect to any period of time prior to the Effective Time; and equity ownership books (iii) all proceeds, benefits, income or revenues accruing (and records having any security of other deposits made) with respect to do with the company organization or existence of Seller and its company sealProperties prior to the Effective Time; (f) all rightscorporate, claimsfinancial, credits, causes and tax records of action or rights of set-off that Seller may have arising under this Agreement or as a result of other than the consummation of the transactions contemplated herebyRecords; (g) any refunds all claims and causes of Taxes for any Pre-Closing Tax Period action of Seller arising from acts, omissions or for which Seller is liable pursuant events, or damage to Section 6.12or destruction of, the Properties occurring prior to the Effective Time; (h) the Tax Returns except as otherwise provided in Article 16, all rights, titles, claims and Tax records and reports interests of Seller other than those that are Purchased Assetsrelating 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 insurance policies of Seller, including claims thereunder and any claims Hydrocarbons produced from or benefits in, attributable to or under any express or implied warranties from suppliers of goods or services relating the Properties with respect to Inventory sold by Seller all periods prior to Closingthe Effective Time, together with all proceeds from or of such Hydrocarbons, except the Inventory Hydrocarbons; (j) all claims of Seller’s intercompany account balances Seller for refund of or loss carry forwards with its Affiliatesrespect to production, including those related windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the ProductsEffective Time, or income or franchise taxes; (k) all assetsamounts due or payable to Seller as adjustments or refunds under any contracts or agreements (including take-or-pay claims) affecting the Properties, properties, and interests respecting periods prior to the Effective Time except to the extent such amounts are subject to make-up rights primarily used in or held for use in connection with out of future production after the operation of Seller’s wound care and urology businessEffective Time; (l) the rights that accrue all amounts due or will accrue payable to Seller under this Agreement and as adjustments to insurance premiums related to the other Transaction Documents; andProperties with respect to any period prior to the Effective Time; (m) all proceeds, benefits, income or revenues accruing (and any security or other deposits made) with respect to the other assets Properties, and all accounts receivable attributable to the Properties, prior to the Effective Time; (n) all of Seller that are identified 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 2.02(m)2.2.

Excluded Assets. Notwithstanding anything any provision of this Agreement express or implied to the contrary in this Agreementcontrary, Purchaser shall not acquire and there shall be 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 following 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) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and 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 Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Purchased Acquired Assets shall not include any of the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents each Seller’s rights under this Agreement (including marketable securities and short-term investmentsthe right to receive the Purchase Price delivered to Sellers pursuant to this Agreement), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contractscash and cash equivalents, including those listed on Schedule 2.02(b)checks, but excluding the Assumed Contractscommercial 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 any cash collateral that is collateralizing any letters of credit; (c) all Company Plans and attributable assets of, Documents prepared in connection with this Agreement or the transactions contemplated hereby or relating toto the Bankruptcy Case or the Canadian Proceedings, all minute books, corporate records (such plansas stock registers) and organizational documents of Sellers and the Retained Subsidiaries, including Tax Returns, other Tax work papers, and all records, Contracts and arrangements associated with such Company Plansother Documents not related to the Products or the Acquired Assets; (d) any Intellectual Property of Seller Contract that is not Related an Assigned Agreement, including the Contracts listed or described on Schedule 2.2(d), which Schedule may be modified from the Effective Date through one (1) Business Day prior to the BusinessSale Hearing in accordance with Section 7.7; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization any Tax refunds, rebates or existence credits of Seller and its company sealSellers; (f) all rights, claims, credits, causes Claims and Proceedings 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 herebySellers (other than those described in Section 2.1(h)); (g) all Seller Employees and all of the funding vehicles and assets of any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12Benefit Plan; (h) the Tax Returns Avoidance Actions or similar Proceedings, including but not limited to Proceedings under Sections 544, 545, 547, 548, 550 and Tax records and reports 553 of Seller other than those that are Purchased Assetsthe Bankruptcy Code; (i) all insurance policies of Seller, including claims thereunder and any claims security deposits 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 Closingpre-paid expenses not associated with the Acquired Assets; (j) all of Seller’s intercompany account balances insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to become due with its Affiliates, including those related respect to the Productssuch policies or binders and all rights to proceeds thereof (other than as described in Section 2.1(h)); (k) all assets, properties, and shares of capital stock or other equity interests rights primarily used in of any Seller or held Retained Subsidiary or securities convertible into or exchangeable or exercisable for use in connection with the operation shares of Seller’s wound care and urology businesscapital stock or other equity interests of any Seller or Retained Subsidiary; (l) the Equipment; (m) all Accounts Receivable; (n) all Real Property; (o) any assets, properties and rights that accrue or will accrue to Seller under this Agreement and of any Sellers other than the other Transaction DocumentsAcquired Assets, including those set forth on Schedule 2.2(o); (p) the Excluded Intellectual Property; and (mq) the other assets of Seller that are identified on Schedule 2.02(m)Intercompany Loan and all interest thereon.

Excluded Assets. Notwithstanding anything to Purchaser acknowledges and agrees that the contrary in this Agreement, the Purchased Assets "Assets" shall not include include, and Seller shall retain all right, title and interest in and to, any and all of the following assets (collectively, the “"Excluded Assets”"): (a) all cashSeller's corporate books and records of internal corporate proceedings, cash equivalents (including marketable securities tax records, work papers and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under and interests in and to the PRIMEDIA name and any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contractsvariations thereof and derivations therefrom; (c) all Company Plans cash and attributable assets of, cash equivalents held by or relating to, such plans, including on behalf of Seller and all records, Contracts and arrangements associated with such Company Plansof Seller's bank accounts; (d) any Intellectual Property all files, accounting records and internal reports relating to the business activities of Seller (but not Related 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) Seller’s Organizational Documents all software, software systems, databases and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company sealdatabase systems listed on Schedule 1.02(e); (f) all rightshardware and equipment, claimswhether owned, credits, causes of action leased or rights of set-off that licensed by Seller may have arising under this Agreement or as a result of not located at the consummation of the transactions contemplated herebyTexas Property; (g) any refunds of Taxes for any Pre-Closing Tax Period all hardware and equipment, whether owned, leased or for which licensed by Seller is liable pursuant to Section 6.12located at the Texas Property and listed on Schedule 1.02(g); (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assetsall insurance policies maintained by Seller; (i) any and all insurance policies prepaid Taxes and Income Tax refunds 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 except to the Products; extent relating solely to the Business for any period on or after the Closing Date; provided that, for purposes of this Agreement, (ki) "Tax" or "Taxes" shall mean all assetsfederal, propertiesstate, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to such amounts, and interests rights primarily used in (ii) "Income Taxes" shall mean all Taxes imposed on or held for use in connection measured by net income or gross profits or gross receipts (but excluding sales, use, value added and property Taxes), together with the operation of Seller’s wound care all interest, penalties and urology business; (l) the rights that accrue or will accrue additions imposed with respect to Seller under this Agreement and the other Transaction Documentssuch amounts; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Purchased Assets shall not include include, and Buyer is not acquiring, any assets, properties, rights, interest, or claims of any kind or description of Seller or its Affiliates other than the following assets 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) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Sellerequivalents; (b) all rights under any Contracts (the “Excluded Contracts, including those listed on Schedule 2.02(b”), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets ofthe corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or relating to, such plans, including all records, Contracts and 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 other records having to do with the company corporate organization or existence tax matters of Seller that are not required to use, practice or operate the Purchased Assets; (d) all benefit plans and its company sealassets attributable thereto; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) all rights, claims, credits, causes of action or rights of set-off that deposits held by Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated herebyin connection with any Excluded Contracts; (g) all accounts or notes receivable held by Seller, and any refunds security, claim, remedy or other right related to any of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12the foregoing; (h) royalties, fees, income, payments, and other proceeds with respect to Intellectual Property that accrued prior to the Tax Returns Closing Date and Tax records and reports any security, claim, remedy or other right related to any of Seller other than those that are Purchased Assetsthe foregoing; (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 which accrue or will accrue to Seller under this Agreement and the Ancillary Documents; (j) Licensed Intellectual Property (provided, that for the avoidance of doubt, none of the Assigned Software constitutes Licensed Intellectual Property); (k) all claims, cross claims, causes of action and other Transaction Documentsrights of Seller arising under Sections 542 through 553 of the Bankruptcy Code existing at Closing; (l) all insurance, utility, and tax deposits or refunds owing to Seller; (m) all insurance policies and insurance 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 (mo) books and records that do not relate to Purchased Assets. Buyer shall have the other assets 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 Seller the Purchased Assets as Excluded Assets; provided, however, that are identified on Schedule 2.02(m)designating Purchased Assets as Excluded Assets shall not affect the Purchase Price.

Excluded Assets. Notwithstanding anything contained in Section 1.1 hereof to the contrary contrary, Seller is not selling, assigning, transferring or conveying to Buyer any asset or item not described in Section 1. 1. Without limiting the foregoing, the following assets, rights and properties are excluded from the transactions contemplated in this Agreement, Agreement (the Purchased Assets shall not include the following assets (collectively, the “"Excluded Assets”"): (a) all cashthe ownership interest in equipment and other personal property, cash equivalents (including marketable securities wherever located, leased, licensed or rented by the Company and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of owned by third parties who are not affiliated with Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(brefunds for Taxes (as hereinafter defined in Section 3.1(f)(i), but excluding the Assumed Contracts) paid; (c) all Company Plans prepaid expenses and attributable assets of, or deposits relating to, such plans, including all records, Contracts and arrangements associated with such Company Plansto those liabilities that are not Assumed Liabilities (as hereinafter defined); (d) any Intellectual Property inter-company accounts receivable from Affiliates of Seller not Related to the BusinessSeller, and Seller's pension, profit-sharing or other funded employee benefit plan assets; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence capital stock of Seller and its company sealowned or held by Parent; (f) banking or financial institution accounts or any deposit or concentration accounts or safety deposit boxes (it being understood that the foregoing does not apply to any funds or other assets held in any such accounts, 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 which are included in the consummation of the transactions contemplated herebyAssets); (g) Seller's rights under any refunds Excluded Contracts except under the Agreement between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Parent, dated as of Taxes for any Pre-Closing Tax Period February 27, 1996 (which rights are expressly included as Assets) or for which Seller is liable pursuant to except as expressly provided in Section 6.125.5(f); (h) the Tax Returns Medicare Provider Numbers for Pennsylvania, Ohio, Florida, Maryland, Rhode Island and Tax records and reports of Seller other than those that are Purchased AssetsWashington, D.C.; (i) all insurance policies of Seller, including claims thereunder the name and service ▇▇▇▇ "MEDIQ" 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 Closingderivations thereof (the "Name"); (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products;'s rights under this Agreement or any other Transaction Documents (as hereinafter defined); and (k) all assetsAccounts Receivable of Seller from governmental payors that by law may not be assigned to Buyer ("Non-Assignable Receivables") (it being understood however, properties, and interests rights primarily used in or held that for use in connection with the operation purposes of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under Section 2.3 of this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(mNon-Assignable Receivables shall be deemed to be Accounts Receivable).