Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall 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 (the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything The Purchased Assets shall not include, Seller shall not sell, transfer or assign to the contrary contained in this Agreement, immediately prior to the ClosingBuyer and Buyer shall not purchase or acquire from Seller, the Company shall 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 (the “properties and assets expressly excluded by this Section 1.2 being referred to herein as the "Excluded Assets”"): (a) the Excluded Contractsany of Seller's real property, leasehold rights thereto or any fixtures or improvements thereon; (b) any rights, claims and credits of Seller's manufacturing equipment (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to not included in the Purchased Assets under Section 1.1(g)); (ic) any excluded assets set forth in this Section 1.2of Seller's cash, bank deposits and similar bank items existing as of the opening of business on the Closing Date; (iid) any Excluded Liability of Seller's accounts receivable or (iii) the operation other accounts existing as of the Business opening of business on the Closing Date; (e) any claim, right or interest of Seller in and to any refund for Taxes, together with any interest due Seller thereon, for any periods prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-assets attributable or related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)any Benefit plan; (g) all of Seller's rights under all contracts and agreements which are not Contracts or Licenses (each as defined herein) (the "Excluded Personal PropertyContracts"); (h) all of the rights, claims or causes of action of Seller against third Persons to the extent they relate to Excluded Software;Assets or Excluded Liabilities (i) all indebtedness, accounts payable, or other obligations owed to any asset of Seller which is not among the Company by any Seller or any of their Affiliates;Purchased Assets; and (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 9.15items listed on Schedule 1.2(j); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything Any provision herein to the contrary contained in this Agreement, immediately prior to the Closingnotwithstanding, the Company Purchased Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets of the Company (the “Excluded Assets”): (a) the Excluded ContractsPurchase Price; (b) at the option of Buyer, in its sole discretion, any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor Shares of the Company to the extent relating to (i) capital stock or any excluded assets set forth in this Section 1.2, (ii) equity interest of any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case Sellers or any of clause (iii), other than those that are specifically Purchased Assets under Section 1.1their subsidiaries; (c) any: (i) confidential personnel and medical records pertaining to any Employee to the Markers listed on Section 1.2(cextent such records may not be transferred to Buyer pursuant to applicable Law; (ii) other books and records that the Sellers are required by Law to retain including, without limitation, Tax Returns, taxpayer and other identification numbers, financial statements and corporate or other entity filings provided, that Buyer shall have the right to make copies of any portions of such retained books and records to the extent that such portions relate to the Business or any of the Company Disclosure LetterPurchased Assets; (iii) any information management systems of the Sellers, other than those used in or useful in connection with or related to the Business; and (iv) (except in the event of an Alternative Transaction) minute books, stock ledgers, equity books, equity ledgers, equity certificates and stock certificates of any Seller or any of its Subsidiaries which do not constitute Purchased Assets; in each case (i)-(iv) above, subject to Buyer’s ability to make copies thereof as Buyer deems necessary and proper; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) assets of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)any Employee Plan, and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips terminated or tokens disposed 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 prior to the Closing to the extent not reflected in the Final Closing Net Working Capitalif an Alternative Transaction is implemented; (e) those assets described on Schedule 2.2(e), and any Contracts and Real Property Leases not listed on Schedule 2.1(b), 2.1(c)(ii) as specifically assumed, all refunds of which assets shall be terminated or rebates disposed of Taxes prior to which Sellers are entitled under Section 12.9(gthe Closing if an Alternative Transaction is implemented; Buyer may, in its sole discretion, at any time prior to Closing, move Personal Property, Real Property Leases and Contracts from Schedules 2.1(a);, 2.1(b) and 2.1(c)(i) and (ii) to Schedule 2.2(e) after further due diligence; provided, however, that so moving any Personal Property, Real Property Leases or Contracts shall not result in any reduction of the Purchase Price; and (f) all the Retained Causes of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets Action set forth on Section 1.2(m) of Schedule 2.2(f), subject to the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided restrictions in Section 9.152.1(g); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company The Excluded Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all consist of the following assets of the Company (the “Excluded Assets”):following: (a) the The Excluded ContractsReal Property described in Schedule 2.2(a); (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor In each case determined as of 11:59 p.m. on the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business day prior to the Closing Date, Seller's cash on hand as of the Closing Date and all other cash in the case any of clause (iii)Seller's bank or savings accounts; notes receivable, letters of credit or other than those that are specifically Purchased Assets under Section 1.1similar items of Seller; any stocks, bonds, certificates of deposit and similar investments of Seller; and any other cash equivalents of Seller; (c) Seller's books and records relating solely to internal corporate, financial and tax matters and any other books and records not related to any Station or the Markers listed on Section 1.2(c) business or operations of the Company Disclosure Letterany Station; (d) except for the Tray Ledger Any claims, rights and the Markers interest of Seller in and to any (other than those Markers listed on Section 1.2(ci) refunds of the Company Disclosure LetterTaxes or fees of any nature whatsoever or (ii) (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 Sellersutility deposits, which, in each case, relate solely to the Company or Sellers’ Affiliates held at the Casino as of period prior to the Closing to the extent not reflected in the Final Closing Net Working CapitalDate; (e) All insurance contracts, including the cash surrender value thereof, and all refunds insurance proceeds or rebates of Taxes claims made by Seller relating to which Sellers are entitled under Section 12.9(g)property or equipment repaired, replaced or restored by Seller prior to the Closing Date; (f) All Employee Benefit Plans and all of assets or funds held in trust, or otherwise, associated with or used in connection with the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Employee Benefit Plans; (g) the Excluded Personal PropertyAll Choses in Action, if any, of Seller excluded from Section 2.1(k); (h) All tangible and intangible personal property disposed of or consumed in the Excluded Softwareordinary course of business between the date of this Agreement and the Closing Date, or as otherwise permitted under the terms hereof; (i) Any collective bargaining agreement, any other Contract not included in the Assumed Contracts, and all indebtedness, accounts payable, Contracts that have terminated or other obligations owed expired prior to the Company by any Seller or any Closing Date in the ordinary course of their Affiliates;business and as permitted hereunder; and (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files The personal effects and other materials located personal property identified 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) hereofSchedule 2.2(j); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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 or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything herein to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company Acquired Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets of the Company (collectively, the “Excluded Assets”): (a) each Seller’s rights under this Agreement (including the Excluded Contractsright to receive the Purchase Price delivered to Sellers pursuant to this Agreement); (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits, securities, securities entitlements, instruments and other investments of Sellers and all bank accounts and securities accounts, including any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor cash collateral that is collateralizing any letters of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1credit; (c) all Documents prepared in connection with this Agreement or the Markers listed on Section 1.2(ctransactions contemplated hereby or relating to the Bankruptcy Case or the Canadian Proceedings, all minute books, corporate records (such as stock registers) and organizational documents of Sellers and the Company Disclosure LetterRetained Subsidiaries, Tax Returns, other Tax work papers, and all other Documents not related to the Products or the Acquired Assets; (d) except for any Contract that is not an Assigned Agreement, including the Tray Ledger and Contracts listed or described on Schedule 2.2(d), which Schedule may be modified from the Markers Effective Date through one (other than those Markers listed on Section 1.2(c1) of Business Day prior to the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased Sale Hearing 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 extent not reflected in the Final Closing Net Working Capital7.7; (e) all refunds any Tax refunds, rebates or rebates credits of Taxes to which Sellers are entitled under Section 12.9(g)Sellers; (f) all Claims and Proceedings of the human resources and other employee-related files and records, Sellers (other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Lawthose described in Section 2.1(h)); (g) all Seller Employees and all of the Excluded Personal Propertyfunding vehicles and assets of any Benefit Plan; (h) the Excluded SoftwareAvoidance Actions or similar Proceedings, including but not limited to Proceedings under Sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code; (i) all indebtedness, accounts payable, any security deposits or other obligations owed to pre-paid expenses not associated with the Company by any Seller or any of their AffiliatesAcquired Assets; (j) without limitation all insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to Buyer’s become due with respect to such policies or binders and all rights pursuant to Sections 1.1(k) and 1.1(tproceeds thereof (other than as described in Section 2.1(h), the Customer Database); (k) all data, files and shares of capital stock or other materials located on equity interests of any storage device (including personal computers and servers) located at the Real Property (Seller or Retained Subsidiary or securities convertible into or exchangeable or exercisable for shares of capital stock or other than the books and records described in Section 1.1(j) hereof)equity interests of any Seller or Retained Subsidiary; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataEquipment; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letterall Accounts Receivable; (n) the Company Benefit Plansall Real Property; (o) any assets, properties and rights of any Sellers other than the Company Insurance Policies (except as provided in Section 9.15Acquired Assets, including those set forth on Schedule 2.2(o); (p) the System Marks;Excluded Intellectual Property; and (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) Intercompany Loan and all other assets and properties of the Company not exclusively used or held for use in connection with the Businessinterest thereon.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior Agreement to the Closingcontrary, the Company shall assign to Sellers following rights, properties and assets (or their designee) and Sellers (or their designee) shall obtain the rightcollectively, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”):) of the Sellers will not be included in the Acquired Assets: (a) any Contract to which any of the Sellers is a party that is not an Assigned Contract, including, without limitation, any Contract listed or described on Schedule 1.3(a) (the “Excluded Contracts”); (b) any rights, claims and credits (including all guarantees, indemnities, warranties avoidance actions and similar rights) in favor rights and causes of action, including causes of action under Sections 544 through 553 inclusive, of the Company to the extent relating to (i) any excluded assets set forth in this Bankruptcy Code, except as provided by Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii1.1(b)(xiv), other than those that are specifically Purchased Assets under Section 1.1; (c) any inventory transferred or used in the Markers listed on Section 1.2(c) ordinary course of business prior to the Company Disclosure LetterClosing; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 any accounts receivable that have been satisfied 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 discharged prior to the extent not reflected in the Final Closing Net Working CapitalClosing; (e) all refunds any arrangements or rebates agreements between the Company or any of Taxes to which Sellers are entitled under Section 12.9(g)its Subsidiaries, on the one hand, and ▇▇▇▇ or any of its Affiliates (other than the Company and its Subsidiaries) or any of their respective officers, members, managers, directors, stockholders, parents, other interest holders or employees, on the other hand; (f) all intercompany payables, liabilities and obligations (of the human resources any nature or kind, and other employee-related files and recordswhether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) owed to any Seller, as to which any Seller or an Affiliate thereof (other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Acquired Company) is an obligor or is otherwise responsible or liable; (g) the Excluded Personal Property;[Reserved] (h) the Excluded Software;[Reserved]; and (i) all indebtednessthe rights, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) properties and 1.1(tassets identified on Schedule 1.3(i), the Customer Database; (k) all data, files 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 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 or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything in Section 2.2 to the contrary contained in this Agreementcontrary, immediately prior it is hereby expressly acknowledged and agreed that the Business Assets shall not include, and Seller is not selling, conveying, assigning, transferring or delivering to the ClosingBuyer, the Company shall assign to Sellers (and Buyer is not purchasing, acquiring or their designee) and Sellers (or their designee) shall obtain the rightaccepting from Seller, title and interest in and to each and all any of the following rights, properties or assets of set forth or described in paragraphs (a) through (f) below (the Company (rights, properties and assets expressly excluded by this Section 2.3 from the Business Assets being referred to herein as the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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, receivables owed to Seller, bank deposits or similar cash items of Sellers, Seller whether or not arising from the Company or Sellers’ Affiliates held at the Casino as conduct of the Closing Business; (b) all rights to and under insurance policies of Seller, including rights of proceeds thereunder; (c) all (i) confidential personnel records pertaining to any Business Employee; (ii) all records prepared in connection with the sale of the Business Assets; and (iii) other books and records that Seller is required by Law to retain or that Seller determines are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of any portions of such retained books and records that exclusively relate to the extent not reflected Business Assets (subject to clause (i)); (d) any claim, right or interest of Seller in or to any refund, rebate, abatement or other recovery for Taxes, including those attributable to the Final Closing Net Working CapitalBusiness Assets, together with any interest due thereon or penalty rebate arising therefrom; (e) all refunds rights, claims or rebates causes of Taxes to which Sellers are entitled action of Seller arising under Section 12.9(g);this Agreement, the Ancillary Agreements, the Warrant and the Support Agreements; and (f) all of rights and interests to and under the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 9.15Schedule 2.3(f); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding The Buyers and the Sellers expressly understand and agree that, notwithstanding anything to the contrary contained in this Agreementherein, immediately prior to the Closing, the Company shall 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 and properties of the Company Sellers (the “Excluded Assets”):) shall be excluded from the Purchased Assets and shall remain assets and properties of the Sellers or their Affiliates following the Closing: (a) all of the Excluded Contractscash and cash equivalents of the Sellers on hand (including all cash, cash equivalents and working funds in cash registers at each Facility) and in banks (including the underlying bank accounts, including in escrow accounts (other than as expressly provided herein)) as determined in accordance with GAAP as of the Effective Time; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company accounts receivable relating to the extent relating Business owed to (i) the Sellers or any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business their Affiliates having dates of service prior to the Closing Date, in including payor or patient reimbursement, credit card monies due and owing, accruing to, or held for, the case benefit of clause the Sellers or their Affiliates, including, without limitation, all uncollected receivables remaining under BioScrip’s terminated contract with the Centers for Medicare and Medicaid Services for the Competitive Acquisition Program for Part B Drugs and Biologics and other receivables as may be due from vendors, suppliers and other third parties (iiithe “Accounts Receivable”), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letterall Medicare and Medicaid supplier agreements and supplier numbers (and any and all liabilities associated therewith); (d) except for all insurance policies relating to the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of Business, any Employee Plan, or the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)Assets, and except for the Front Money which shall be treated as set forth any dividends or claims payable 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 extent not reflected in the Final Closing Net Working Capitalrespect thereof; (e) all refunds any refund or rebates credit of Taxes to the extent attributable to (i) the Business or the Purchased Assets for any Pre-Closing Tax Period or (ii) any Taxes for which the Sellers are entitled under responsible hereunder, including any Taxes described in Section 12.9(g1.04(f) or (h); (f) all of equipment used in the human resources Business and other employee-related files owned by third parties who are not affiliated with the Sellers and recordsthe leased equipment located at or used in the Facilities, in each case, other than such files and records relating exclusively to operating leases included among the Transferred Employees (which files and records Sellers may retain an archival copy ofAssigned Contracts, to in each case as identified in Section 1.02(f) of the extent permitted by Law)Disclosure Letter; (g) all computer hardware and software owned or used by the Excluded Personal PropertySellers or their Affiliates and not used in connection with the ownership or operation of the Business or the Purchased Assets as well as those assets disclosed in Section 1.02(g) of the Disclosure Letter; (h) all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments (which may include tax indemnity agreements) other than the Excluded SoftwareAssigned Contracts or Permits; (i) all indebtedness, accounts payable, or Facility Leases other obligations owed to than the Company by any Seller or any of their AffiliatesAssigned Facility Leases; (j) without limitation all of the Sellers’ security deposits, prepaid rent and prepaid expenses previously paid by the Sellers to Buyer’s rights pursuant fulfill the Sellers’ obligations under the Facility Leases that are not Assigned Facility Leases and all vendor, utility and other deposits relating to Sections 1.1(k) and 1.1(t), the Customer DatabaseFacilities that are not Transferred Facilities; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at Intellectual Property owned by the Real Property (other than the books and records described Selling Parties identified in Section 1.1(j1.02(k) hereof)of the Disclosure Letter; (l) without limitation all rebates and refunds receivable arising from the operation of the Facilities prior to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataEffective Time; (m) any assets set forth on Section 1.2(m) intercompany accounts between or among BioScrip and/or any of the Company Disclosure LetterSellers (the “Intercompany Accounts”); (n) all signs or personal property (other than marketing materials) that contain the Company Benefit Plansname (or trade derivative thereof), trademarks, servicemarks, trade names or logo of the Sellers or any of their Affiliates, including all uniforms supplied to the Sellers’ employees; (o) any Purchased Assets sold or otherwise disposed of in the Company Insurance Policies (except as provided in Section 9.15)ordinary course of business without violating any provisions of this Agreement during the period from the date hereof until the Effective Time; (p) the System Marksall world wide web or other internet addresses, sites and domain names and internet protocol address spaces; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; andSellers’ phone networks, internet mail and computer networks, and any related equipment (but excluding telephone units physically located in Stores, whether or not deployed in such Stores); (r) all other reimbursements on account of Prorated Charges due and owing to the Sellers pursuant to Section 1.08; (s) all Employee Plans and all rights and interests thereunder (including those of sponsor and administrator, as applicable) and all assets of, any Employee Plan; (t) the fixed assets and properties tangible personal property (other than the Inventory), including fixtures, trade fixtures, building equipment, fittings, furniture, computer hardware, office equipment, and other tangible property, located in the Facilities located in Burbank, California and Lake Success, New York; (u) the fixed assets related solely to the Sellers’ infusion assets in the Facilities identified in Section 1.02(u) of the Company not exclusively used Disclosure Letter; and (v) all books and records to the extent relating to any Excluded Asset; provided, however, that the Buyers will be entitled to copies of any relevant books, records, files and papers to the extent relating to the Business or held the Purchased Assets or to the extent relevant for use in connection with ordinary course accounting, tax, litigation, governmental, third-party payor or similar audits or reviews and other reasonable corporate purposes following the BusinessClosing.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, immediately prior the Purchased Assets will not 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 ClosingBusiness (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 Company shall assign to Sellers (or their designee) Business), and Sellers (or their designee) shall obtain the rightall direct and indirect rights, title and interest in and to each and all of the following assets of the Company assets, properties and rights (collectively, the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 accounts (other than the bank account referenced in Section 2.1(o)) and marketable securities of Seller or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capitalits Affiliates; (eb) subject to the covenant set forth in Section 5.20, all refunds insurance policies and insurance contracts and all interest in insurance pools and programs and, in each case, all of Seller’s or rebates its Affiliates’ rights thereunder, including in respect of Taxes to which Sellers are entitled under Section 12.9(g)claims against insurance carriers; (fc) all Intercompany Receivables other than Intercompany Trade Receivables, Factored Receivables or receivables pursuant to Business Contracts set forth on Section 5.11 of the human resources Seller Disclosure Schedule; (d) (i) all Tax Returns; (ii) all Books and other employee-related files Records which Seller is required by Law to retain (it being understood, however, that copies of such Books and records, other than such files and records relating exclusively Records Related to the Transferred Employees (which files and records Sellers may retain an archival copy ofBusiness 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 Excluded Personal Propertycorporate 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) the Excluded Softwareall rights of Seller and its Affiliates under this Agreement and any Ancillary Agreement; (i) all indebtednessrights under, accounts payableand assets held by, the Seller Benefit Plans, other than the Assumed Plans or other obligations owed as specifically assumed by the Buyer pursuant to the Company by any Seller or any of their AffiliatesSection 5.6; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(tall rights, claims, credits, refunds, causes of action (including counterclaims), defense and rights of set-off against third parties pertaining to the Customer DatabaseExcluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (k) all dataany deposits or similar amounts or collateral securing any guarantees, files and keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance, surety bonds or other materials located on any storage device similar agreements (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereofeach, an “Seller Support Arrangement”); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(kthe Contracts listed on Section 2.2(l) and 1.1(t)of the Seller Disclosure Schedule (collectively, the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data“Shared Contracts”); (m) any the assets set forth listed on Section 1.2(m2.2(m) of the Company Seller Disclosure LetterSchedule; (n) the Company Benefit Plansequity interests of any legal Person held by Seller or its Affiliates; (o) the Company Insurance Policies (except as provided in Section 9.15)policies and procedures of Seller or its Affiliates that are not Related to the Business; (p) all Permits of Seller or any of its Affiliates that are Related to the System Marks;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 ▇▇▇▇▇▇’▇ Branded ParaphernaliaBusiness and all URLs; and (r) all other assets and properties confidentiality agreements with prospective purchasers of the Company not exclusively used or held Business; provided, however, that Seller and its Affiliates shall, at Buyer’s reasonable request and at Buyer’s sole cost and expense in respect of the information subject thereto that constitute Purchased Assets, enforce for use in connection with Buyer’s benefit the Businessrights of Seller and its Affiliates pursuant to any breach of such confidentiality agreements.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementherein, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) any and Sellers (or their designee) shall obtain the all of Seller’s right, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”):) shall be specifically excluded from, and shall not constitute, the Purchased Assets: (a) Any and all assets related to the Excluded ContractsSeller Benefit Plans; (b) Any and all loans and advances, if any, by the Seller to any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1its Affiliates; (c) Any and all Intellectual Property, other than the Markers listed on Section 1.2(c) of Business Intellectual Property and the Company Disclosure LetterTransferred Names, Copyrights and Trademarks included in the Purchased Assets; (d) except for the Tray Ledger Any and the Markers (all Contracts other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working CapitalAssigned Contracts; (e) Except for the Leased Real Property, all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)owned and leased real property and other interests in real property; (f) Any and all refunds or credits of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)or against Excluded Taxes; (g) the Excluded Personal PropertyTax Returns and other books and records related to Taxes paid or payable by Seller or any of its Affiliates; (h) the Excluded SoftwareAny and all Cash Amounts; (i) Any and all indebtedness, accounts payable, insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or other obligations owed not relating to the Company by Business, for all periods before, through and after the Closing, including any Seller and all refunds and credits due or to become due thereunder and any of their Affiliatesand all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) Any and 1.1(t), the Customer Database;all non-transferrable Business Permits; and (k) all data, files Any 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 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 of Seller not specifically included in the Purchased Assets. The Parties acknowledge and properties 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 Company not exclusively used or held for use avoidance of doubt, no right, title and interest in connection with and to the BusinessIntellectual Property described in this Section 2.5 are being acquired by Purchaser.

Excluded Assets. Notwithstanding anything any provisions herein to the contrary contained in this Agreementcontrary, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the all right, title and interest of Bayer and its Affiliates of whatever kind and nature, real or personal, tangible or intangible, owned, leased, licensed, used or held for use or license in and to each all assets other than Acquired Assets and all of the following assets listed below even if they would otherwise be included in the definition of the Company Acquired Assets (the “Excluded Assets”):) shall be retained by Bayer and its Affiliates: (a) the Excluded Contractsassets of the Non-Transferred Businesses; (b) any the assets of Bayer and its Affiliates that are set forth on Schedule 3.2(b); (c) the Excluded Intellectual Property, Retained Marks and Retained Names and Marks; (d) Joint Contracts and Joint Permits; (e) all Contractual Obligations of insurance related to the Bayer Business; (f) all Excluded Books and Records; (g) all rights, claims and credits (including all guaranteesClaims, indemnitiescredits, warranties and similar rights) in favor or rights of the Company to the extent relating to set-off (i) against any excluded assets set forth in this Section 1.2Person for payments owed to Bayer or its Affiliates on or before the Closing Date, (ii) any Excluded Liability or (iii) against any Person to reimburse Bayer for any Loss as a result of actions of a third party on or prior to the operation Closing Date as shall be identified at Closing on Schedule 3.2(g), (iv) against any Person to reimburse Bayer for any Loss by Bayer or its Affiliates as a result of the actions of a third party prior to the Closing where such loss was not within the Knowledge of Bayer on the Closing Date, provided in the case of Claims under this subpart, Bayer shall notify Purchaser of such Claim prior to the formal initiation of such Claim, or (v) against third parties who have asserted or who assert after the Closing Date rights, Claims, credits or rights of set-off against Bayer or its Affiliates or against third parties with respect to which Bayer and its Affiliates may, in such events, have rights of indemnification or contribution or similar rights, relating in each case to the Acquired Assets, the Excluded Assets and the Excluded Bayer Liabilities, whether liquidated or unliquidated, fixed or contingent, including rights of indemnification, hold harmless agreements, covenants not to prosecute and other agreements; (h) all rights and Claims, whether now existing or arising hereafter, for carryforwards or carrybacks of Losses, or for credits or refunds of any Taxes incurred in or attributable to periods ending on or before the Closing Date and the portion of any such item allocated or apportioned to Bayer or its Affiliates for any taxable period that includes (but does not end on) the Closing Date; (i) all invoiced trade accounts receivable arising in the Ordinary Course of Business from sales of products or services of the Bayer Business on or prior to the Closing Date, in the case of clause (iii)including all intercompany receivables among Bayer and its Affiliates, other than those that are specifically Purchased Assets under Section 1.1and all receivables related to Excluded Assets; (cj) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected money market funds and mutual funds in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, bank or other obligations owed to the Company by any Seller depository accounts of Bayer or any of their its Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) , including all interest and 1.1(t), the Customer Databasedividends receivable with respect thereto; (k) all data, files 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)accounts receivable; (l) without limitation any assets required by Bayer to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)perform its obligations under any Ancillary Agreements that, the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataabsent such Ancillary Agreements, would constitute Acquired Assets; (m) the corporate names of Bayer or any assets set forth on Section 1.2(m) of the Company Disclosure Letterits Affiliates; (n) the Company Benefit Plansall rights of Bayer under this Agreement or any Ancillary Agreement; (o) all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (the Company Insurance Policies (except originals of which will be delivered to Purchaser as provided in Section 9.15)part of the Acquired Assets to the extent related to the Acquired Assets) of Bayer or any of its Affiliates, and such other books and records as pertain only to the organization, existence, share capitalization or debt financing of Bayer or any of its Affiliates; (p) all Contractual Obligations in respect of indebtedness for borrowed money or any guarantee of the System MarksLiabilities of another Person; (q) all prepayments, rights to refunds, rights of set off, defenses, affirmative defenses, rights of defense and rights of recoupment arising from the ▇▇▇▇▇▇’▇ Branded Paraphernaliaoperation of the Bayer Business prior to the Closing or in respect of Licensed Products sold prior to the Closing; andand all claims, causes of action, choses in action and rights of recovery pending or threatened in writing at or prior to the Closing Date; (r) all land, equipment (movable and fixed), machinery, automobiles and other physical assets related to the manufacture or transportation of any Licensed Product, other than any Inventory; (s) all Inventory other than the Transferred Inventory; and (t) all Contractual Obligations solely between or among Bayer and properties any of the Company not exclusively used its Affiliates or held for use in connection with the Businessbetween or among Bayer’s Affiliates.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementgenerality of Section 2.01, immediately prior to the Closing, the Company shall 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 are not a part of the Company sale and purchase contemplated by this Agreement and are excluded from the Assets (the “"Excluded Assets”"): (a) the Excluded Contracts, all Excluded Contracts Receivable and proceeds of Excluded Contracts Receivable (but only to the extent any such Excluded Contracts Receivable (or its proceeds) was received by a Seller after notification from Buyer of the designation of such Contract as an Excluded Contract), drawings related to, and equipment specifically purchased pursuant to the requirements of, the Excluded Contracts; (b) any rights, claims the Completed Contracts and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company drawings related to the extent relating to Completed Contracts; (ic) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability inventory and supplies disposed of or (iii) the operation exhausted and Assets transferred or disposed of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) any avoidance claims available to Sellers under Chapter 5 of the Company Disclosure Letter) (Bankruptcy Code and 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 claims relating to the extent not reflected in the Final Closing Net Working CapitalExcluded Liabilities; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)the Share Consideration, if any; (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Cash Consideration; (g) the Excluded Personal PropertyEmployee Payments; (h) the Excluded SoftwareSubsidiary Stock; (i) all indebtedness, accounts payable, or any other obligations owed to assets excluded by mutual written agreement of the Company by any Seller or any of their Affiliates;Parties; and (j) without limitation all claims and causes of action related to the assets described in clauses (a)-(i) above and all claims for breach of duty against professionals, advisors, directors, officers and employees of Sellers who do not become Hired Employees; provided, however, that with respect to any Excluded Asset, Buyer may, for a period of sixty (60) days after the Closing Date, designate any Excluded Asset as an Asset, and to the extent such Asset is in the possession or under the control of any Seller at the time of such notice, such Seller shall, at no additional cost to Buyer’s rights , promptly deliver to Buyer or Buyer's Designee such Asset and shall promptly execute, acknowledge and deliver to Buyer all deeds, bills of sale, assignments or other documents or instruments as are necessary or desirable to cause the assignment or conveyance of such Asset to Buyer or Buyer's Designee. Buyer shall be responsible for, and shall promptly reimburse Sellers for, any expenses incurred by Sellers from the time of such notice in respect of any Excluded Asset designated by Buyer as an Asset pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 this 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 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 or held for use in connection with the Business2.02.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingprovisions of Section 2.1, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the Acquired Assets do not include any of Seller’s right, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”): (a) cash and cash equivalents of Seller (but not, for the Excluded Contractsavoidance of doubt, the Rimage Sub Cash) and any bank accounts of Seller; (b) any rightsthe Benefit Plans of Seller, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, except for those included in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Acquired Contracts; (c) the Markers listed on Section 1.2(c) of the Company Disclosure LetterInsurance Policies; (d) except for the Tray Ledger corporate charter, qualifications to conduct business, arrangements with registered agents, taxpayer and other identification numbers, seals, minute books and other documents relating to the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)organization, maintenance, and except for the Front Money which shall be treated existence of Seller 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 extent not reflected in the Final Closing Net Working Capitalan entity; (e) all refunds any contract or rebates agreement related to the governance of Taxes to which Sellers are entitled under Section 12.9(g)the Seller; (f) all of the human resources and other employee-related files and books, records, other than such files and records relating exclusively ledgers, files, documents, correspondence required for Seller to comply with the Transferred Employees (which files and records Sellers may retain an archival copy ofLegal Requirements of a public company, to the extent permitted by Law)whether stored electronically or otherwise; (g) the contracts, agreements, commitments and other arrangements set forth on Schedule 2.2(g) (the “Excluded Personal PropertyContracts”); (h) the Excluded Softwareequity interests and assets of the Retained Subsidiaries; (i) all indebtednessbooks or records relating to internal corporate matters, accounts payable, or other obligations owed to Tax Returns and associated work papers of Seller through the Company by any Seller or any of their AffiliatesClosing Date; (j) without limitation to Buyer’s any of the rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Databaseof Seller under any Transaction Document; (k) all dataclaims, files prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and other materials located on rights of recoupment (i) from any storage device Excluded Asset or (ii) arising out of any Excluded Liability (including personal computers and servers) located at any Taxes for which Seller is responsible under this Agreement to the Real Property (other than the books and records described in Section 1.1(j) hereofextent such Taxes are an Excluded Liability); (l) without limitation all confidential, business records and other business information primarily related to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataRetained Business; (m) any assets set forth on all telephone numbers (including cellular telephone numbers), fax numbers, e-mail addresses assigned to employees of Seller that are not Hired Employees or leased employees under Section 1.2(m) of the Company Disclosure Letter6.11, as applicable; (n) the Company Benefit Planstangible personal property (such as computers, furniture and other related items) assigned by Seller to be used by employees of Seller that are not Hired Employees or leased employees under Section 6.11, as applicable; (o) the Company Insurance Policies (except as provided in Section 9.15)all personnel, payroll, benefits, work authorization, and other associated necessary records related to any Hired Employee that Seller or a Retained Subsidiary is not legally permitted to transfer to Buyer; (p) the System MarksSignal Intellectual Property; (q) the ▇▇▇▇.▇▇’▇ Branded Paraphernalia; anddomain name and website, @Qumu twitter account, Qumu facebook, Qumu LinkedIn, Qumu Blog and Qumu Google+ and similar social media sites; (r) all other except for the assets and set forth on Schedule 2.1, any assets, properties or rights of the Company not exclusively every kind or nature that are primarily used or held for use in connection with the Retained Business; and (s) the assets listed on Schedule 2.2(s). At Closing, the Acquired Subsidiaries will transfer to Seller, or such entity as directed by Seller, the assets and agreements of the Acquired Subsidiaries set forth on Schedule 2.2(t) and such assets and agreements will be deemed Excluded Assets for purposes of this Agreement. For avoidance of doubt, cash and cash equivalents held by Rimage RIT and Rimage Singapore in an amount up to $269,868 will remain in Rimage RIT and Rimage Singapore, collectively, an amount of $325,000 will remain in Qumu Europe and an amount of $75,000 will remain in Rimage Japan, provided, however, that immediately prior to Closing, each of Qumu Europe and Rimage Japan shall distribute cash and cash equivalents held by such entity in excess of the respective amounts set forth above to Seller and such cash and cash equivalents so distributed will be deemed Excluded Assets (and not Rimage Sub Cash) for purposes of this Agreement.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) The following assets and Sellers (or their designee) shall obtain the right, title and interest in and to each and all properties of the following assets of the Company Seller and its Affiliates (the “Excluded Assets”):) shall not be acquired by Buyer and are excluded from the Station Assets: (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources Cash and other employee-related files and recordsCash Equivalents of the LIN Companies, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any 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 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 Ancillary Agreements or the transactions contemplated hereby and thereby; (j) without limitation any Station Asset sold or otherwise disposed of prior to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer DatabaseClosing as permitted hereunder; (k) all dataContracts that are not Assumed Contracts including, files and other materials located but not limited to, Contracts identified on any storage device Schedule 2.02(k) (including personal computers and servers) located at collectively, the Real Property (other than the books and records described in Section 1.1(j) hereof“Excluded Contracts”); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) other than as specifically set forth in Article VIII, any Employee Plan and 1.1(t)any assets of any Employee Plan sponsored by the Seller, the Total Rewards Program and LIN Companies or any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataAffiliates; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letterall Tax records, other than real and personal property and sales and use Tax records; (n) the Company Benefit Plansthose assets which are listed on Schedule 2.02(n); (o) all of the Company Insurance Policies Seller’s rights, title and interest in and to (except as provided in Section 9.15i) 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 marks confusingly similar to, any of the foregoing; and (p) all real and personal, tangible and intangible assets of the System MarksSeller, the LIN Companies and their Affiliates that are used in connection with the operation of either or both of the Stations but are neither located at nor used primarily with respect to either or both of the Stations; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the ▇▇▇▇▇▇’▇ Branded Paraphernalia; andoperation 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 are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets and properties of the Company LIN Companies, the Seller or their respective Affiliates to the extent not exclusively used primarily in the operation of either or held for use both of the Stations, including any assets of the Seller, the LIN Companies and their respective Affiliates used in connection with the Businessoperations of Other Seller Stations.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1.1 or in any other provision of this Agreement, immediately prior to the Closing, the Company Acquired Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets assets, properties and rights of Sellers or their Affiliates (collectively, the Company (the “"Excluded Assets”"): (a) the Excluded Contractsall cash, cash equivalents and marketable securities and bonds; (b) any rightsall rights which accrue or will accrue to Sellers and their Affiliates under this Agreement, claims the Ancillary Documents and credits (including all guarantees, indemnities, warranties the certificates and similar rights) other documents delivered to Sellers by Buyer in favor of the Company to the extent relating to (i) any excluded assets set forth in connection with this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Agreement; (c) all records prepared in connection with the Markers listed on Section 1.2(c) sale of the Company Disclosure LetterBusiness, including bids received from third parties and analysis relating to the Business; (d) except for the Tray Ledger all rights, including all defenses, counterclaims and the Markers (other than those Markers listed on Section 1.2(c) rights of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)indemnity, reimbursement and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereofsubrogation, 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 related to the extent not reflected in the Final Closing Net Working CapitalRetained Liabilities; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)the Retained Books and Records; (f) all of the human resources and other employee-related files and records, interests in any business other than such files the Business, including the provision of wireless service (cellular and records relating exclusively to the Transferred Employees PCS); long distance (which files interLATA and records Sellers may retain an archival copy of, intraLATA to the extent permitted provided by LawVerizon Affiliates other than Sellers) and internet access service or internet related services (to the extent provided by Verizon Affiliates other than Sellers or VADI); air-to-ground communications (air phone service); installation, maintenance and equipment service related to the sale of telecommunications equipment by Affiliates to customers located outside the geographic area comprising the Seller Exchanges; any permits related to any of the foregoing; all assets of Sellers and their Affiliates used in connection with any such business or related to any of the foregoing, including but not limited to any common or shared systems used in conjunction with other Verizon Affiliates on a national basis; and all assets used by Sellers and their Affiliates in rendering services to Sellers or the Business that are located outside the geographic area comprising the Seller Exchanges; (g) the Excluded Personal Propertysuch other assets, if any, as set forth on Schedule 2.1.2(g), including, without limitation, those which are described by general category; (h) the Excluded SoftwareContracts including those contracts set forth on Schedule 2.1.2(h); (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their AffiliatesExcluded Marks; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all Intellectual Property, including the Licensed Intellectual Property and 1.1(t)Third Party Intellectual Property, the Customer Databaseand all claims against any Person for infringement or misappropriation of such Intellectual Property; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at subject to the Real Property (other than the books and records described in provisions of Section 1.1(j) hereof); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t2.1.1(k), the Total Rewards Program all rights and any other player loyalty or rewards program claims under insurance policies 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 or held for use arising in connection with the Business.operation of the Business or the Acquired Assets on or prior to the Closing Date; (1) all rights to Tax refunds and/or Tax credits (including all interest related thereto) relating to the operation of the Business or the Acquired Assets for Tax periods (or portions thereof) ending on or prior to the Closing Date; and

Excluded Assets. Notwithstanding anything to Section 1.1(a), Seller will retain and will not sell, convey, transfer or assign, and Purchaser will not purchase by virtue of this Agreement or the contrary contained Transactions, any rights, properties or assets that are not expressly included as Purchased Assets in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designeeSection 1.1(a) 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 (the “Excluded Assets”):), including, without limitation, the following: (ai) the Excluded Contractsall securities or other equity interests of any Person owned or held by Seller or any of Seller’s Affiliates other than as expressly provided in Section 1.1(a) above; (bii) all Contracts that are not Purchased Contracts (the “Excluded Contracts”); (iii) all refunds or credits, if any, of Taxes due to Seller or Seller’s Affiliates (or to any holder of any equity interest in Seller) by reason of the ownership of the Purchased Assets or the operation of the Business to the extent attributable to any taxable period or portion thereof ending on or prior to the Closing Date, except to the extent such refund or credits relate to Taxes for which Purchaser actually bore the economic cost pursuant to Section 4.7; (iv) all rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) ), defenses or causes of action in favor of the Company Seller, Seller’s Affiliates or any of their respective Representatives to the extent relating to (iA) any excluded assets set forth in this Section 1.2, insurance policies (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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(d1.1(a)(xii)), (B) hereofany other Excluded Asset, all chips or tokens of other casinos(C) any Excluded Liability, 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (gD) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtednessassets, accounts payableproperties, business or other obligations owed to the Company by any operations of Seller or any Affiliate of their Affiliates; Seller (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) excluding Canton Renewables and 1.1(t), the Customer Database; (k) all data, files 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 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 ▇▇▇▇ ▇▇▇▇▇▇’) related to, arising from or incurred in connection with conditions or events occurring prior to the Valuation Date, (E) any matter for which Seller indemnifies Purchaser hereunder or (F) this Agreement or any other Transaction Agreement; (v) all information technology or management systems of Seller or any Affiliate of Seller not specified in Section 1.1(a) above, whether or not used (exclusively or otherwise) in the Business or in connection with the Purchased Assets; (vi) all insurance policies, binders and claims and rights thereunder, and (except as set forth in Section 1.1(a)(xii)) all proceeds therefrom, whether or not used (exclusively or otherwise) in the Business or in connection with the Purchased Assets; (vii) all assets of Mavrix not primarily related to the operations of Canton Renewables or ▇▇▇▇ Branded Paraphernalia▇▇▇▇▇▇; and (rviii) all other employee benefit plans and assets and properties underlying employee benefit plans of the Company not exclusively used Seller or held for use in connection with the BusinessSeller’s Affiliates.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) Purchaser acknowledges and Sellers (or their designee) shall obtain the agrees that it is not acquiring any right, title and or interest in and in, to each and all or under any of the following assets of the Company (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Excluded Divesting Entities (including all Contracts and arrangements with third 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; (bd) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or 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 the 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 personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits (of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including all any guarantees, indemnitieswarranties, warranties indemnities and similar rights) rights in favor of the Company Seller or any of its Affiliates to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability Asset or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1any Retained Liability; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (el) all refunds or rebates Plans and all employees of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and recordsSeller, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller Divesting Entity or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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) that certain B▇▇▇ of the Company Disclosure LetterSale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) the Company Benefit Plansthat 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 Company Insurance Policies (except as provided in Section 9.15);Purchased Assets; and (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) 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 assets rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to s▇▇ or recover and properties retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Company not exclusively used or held for use in connection with the BusinessDisclosure Schedules.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the ClosingSection 1.1(a), the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the retain its right, title and interest in and to each and all of the following assets of the Company (collectively, the “Excluded Assets”): (ai) the Excluded Contractsall Contracts and other assets set forth on Schedule 1.1(b)(i), such schedule to be agreed upon prior to Closing; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rightsii) in favor 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 extent relating Disclosure Schedule, but is not so disclosed, Purchaser may at its reasonable discretion elect to (i) any excluded assets set forth in this Section 1.2exclude such Contract from the Purchased Assets, (ii) any and such Contract shall thereupon be deemed an Excluded Liability or Asset; (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger original Books and Records and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)books, and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereofinstruments, all chips or tokens of other casinospapers, 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files Excluded Assets, taxpayer and records Sellers may retain an archival copy ofother identification numbers, to the extent permitted by Law)seals, minute books, stock or membership interest transfer records, and blank stock certificates; (g) the Excluded Personal Property; (h) the Excluded Software; (iiv) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program of Sellers or their Affiliates Employee Benefit Plans and all customer related data; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) the Company contained within such Employee Benefit Plans; (ov) all of the Company Insurance Policies (except as provided in Section 9.15)Company’s claims for and rights to receive Tax refunds, credits and any deferred tax income with respect to taxable periods preceding the Closing, and Tax returns and any notes, worksheets, files, records or documents relating thereto; (pvi) all of the System MarksCompany’s insurance policies and associated prepayments, insurance refunds and rights of recovery and all life insurance policies, if any, and associated prepayments, insurance refunds, rights of recovery and proceeds thereof; (qvii) all rights, claims or causes of action that the Seller Parties may have against any Person for amounts owing, damages, warranties and the like pertaining exclusively to the Excluded Assets; (viii) all prepaid expenses, fees and costs, deferred charges, advance payments, security deposits and prepaid items; (ix) the rights of the Company under this Agreement and the other Transaction Documents; (x) all cash and cash equivalents, including cash in all bank accounts maintained by the Company; and (xi) the furniture and personal items in Ka▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ Branded Paraphernalia; and ▇ffice at the Leased Real Property (ras hereinafter defined) all other assets and properties of the Company not exclusively used or held for use in connection with the Businesspool table.

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company shall assign to Sellers (or their designee) Seller is not selling, and Sellers (or their designee) shall obtain the rightBuyer is not purchasing, title and interest in and to each and all any of the following assets of the Company Seller (except to the extent that such assets are assets directly owned by EMS Brazil), all of which shall be retained by the Seller (collectively, the “Excluded Assets”): (a) all of the Excluded ContractsSeller’s cash and cash equivalents as of 11:59 p.m. Atlanta, Georgia time on the day immediately prior to the Closing Date; (b) any rightsthe Seller’s corporate books and records of internal corporate proceedings, claims Tax Returns, taxpayer and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1identification numbers; (c) all rights in the Markers listed on Section 1.2(c) of the Company Disclosure Letterfollowing names and marks and any variation or derivation thereof: “EMS,” “EMS Technologies” and “EMS Wireless”; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) all of 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, Seller’s bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capitalaccounts; (e) all refunds or rebates (i) accounting records (including records relating to Taxes) and internal reports relating to the business activities of Taxes the Seller that are not Transferred Assets, and (ii) work papers and books and records relating to which Sellers are entitled under Section 12.9(g)the Business that the Seller is required by Law to retain; provided, however, that the Seller shall provide copies of such accounting records, internal reports, work papers and books and records to the extent that they would reasonably be expected to relate primarily to the operation and conduct of the Business following the Closing; (f) all any interest in or right to any refund of any Taxes for which the human resources and other employee-related files and recordsSeller is liable pursuant to this Agreement, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, except to the extent permitted by Law)such refund is treated as a current asset in the calculation of Final Working Capital; (g) the Excluded Personal Propertyany insurance policies and rights, claims or causes of action thereunder; (h) the Excluded Softwareexcept as specifically provided in Section 5.6, any assets relating to any Employee Plan; (i) all indebtednessrights, accounts payable, or other obligations owed claims and causes of action to the Company by extent relating to any Seller Excluded Asset or any of their AffiliatesExcluded Liability; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database;assets of the Seller listed in Exhibit G; and (k) all data, files 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 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) Seller under 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 or held for use in connection with the BusinessTransaction Documents.

Excluded Assets. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, immediately prior to from and after the Closing, the Company Sellers shall assign to Sellers (or retain all of their designee) and Sellers (or their designee) shall obtain the existing right, title and interest in and to each any and all of assets that are not Purchased Assets, and there shall be excluded from the sale, conveyance, assignment or transfer to Purchaser hereunder, and the Purchased Assets shall not include, the following assets of the Company (collectively, the “Excluded Assets”): (a) any asset or class of assets excluded from the Excluded Contractsdefined terms set forth in Sections 2.l(a) through (m) by virtue of the limitations expressed or implied therein; (b) all cash and cash equivalents, including Sellers’ bank accounts, but excluding cash flows under, and any rightsaccounts created pursuant to, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) Servicing Agreements or any Excluded Liability or (iii) the net profits generated by operation of the Business prior to on or after the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) all Tax Returns of Sellers or any of their Affiliates and all Books and Records (including working papers) related thereto, other than any such Tax documents related to the Markers listed on Section 1.2(c) of the Company Disclosure LetterPurchased Assets, and any Books and Records which Sellers are required by Law to retain; (d) except for the Tray Ledger all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and the Markers (any other rights or Claims of any nature other than those Markers listed on Section 1.2(c) the Assumed Rights and Claims, including to any claims of 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 any nature relating to the extent not reflected in the Final Closing Net Working Capitalearly payment default claimants; (e) the Plans and all refunds rights or rebates Liabilities in connection with and assets of Taxes to which Sellers are entitled under Section 12.9(g)the Plans; (f) all any rights, demands, claims, actions and causes of action constituting avoidance actions of Sellers’ estate under Chapter 5 of the human resources Bankruptcy Code, including any and other employee-related files and records, other than such files and records relating exclusively to all proceeds of the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)foregoing; (g) all of Sellers’ rights and causes of action arising under Section 502 and 503 of the Excluded Personal PropertyBankruptcy Code and Rule 3007 thereunder; (h) all of the Excluded Softwarerights and claims of the Filing Subsidiaries available to Filing Subsidiaries under the Bankruptcy Code, of whatever kind or nature, as set forth in Sections 544 through 551, inclusive, and any other applicable provisions of the Bankruptcy Code, and any related claims and actions arising under such sections by operation of Law or otherwise, including any and all proceeds of the foregoing; (i) all indebtednessany of the rights of Sellers under this Agreement (or any agreements between either Seller, accounts payableon the one hand, or other obligations owed to the Company by any Seller and Purchaser or any of their its Affiliates, on the other hand, entered into on or after the date of this Agreement); (j) without limitation all insurance policies and insurance proceeds that Sellers or any of their Affiliates have a right to Buyer’s rights pursuant receive as of the Closing and that relate to Sections 1.1(k) and 1.1(tevents, circumstances or occurrences prior to the Closing (it being understood that none of Sellers or their Affiliates have a right to receive insurance proceeds belonging to the trusts related to the RMBS Transactions), the Customer Database; (k) all data, files Tax refunds (i) Related to the Business to the extent related to any taxable period (or portion thereof) ending on or prior to the Closing Date and other materials located on (ii) not Related to the Business related to any storage device taxable period (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereofor portion thereof); (l) without limitation the Purchase Price and any rights Sellers may have to Buyer’s rights the Indemnification Holdback Amount pursuant to Sections 1.1(k) this Agreement and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataEscrow Agreement; (m) all rights, claims and causes of action relating to any assets set forth on Section 1.2(m) of the Company Disclosure Letter;Excluded Asset or any Retained Liability; and (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 or held for use in connection with the BusinessExcluded Contracts.

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 contained in Section 2.1 or elsewhere in this Agreement, immediately prior to the ClosingAgreement (other than as set forth on Schedule 2.1(i)), the Company shall 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 Purchased Assets do not include the following property or assets of the Company Seller (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) the Excluded Contracts[reserved]; (b) any rightscash, claims cash equivalents, and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1bank deposits; (c) the Markers listed on Section 1.2(c) certificates of the Company Disclosure Letterdeposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and any other debt or equity interest in any Person; (d) except for the Tray Ledger all assets used by Seller in performing corporate, support, administrative and the Markers (other than those Markers listed on Section 1.2(c) services from locations outside of 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 extent not reflected in the Final Closing Net Working CapitalTerritory; (e) all refunds or rebates of Taxes assets relating to which Sellers are entitled under the Benefit Plans, except for those assets transferred pursuant to Section 12.9(g)7.10; (f) all information technology and communications equipment used in connection with any business of Seller other than the Business, which for the avoidance of doubt may also be used in connection with the Business and the operation of the human Purchased Assets, such as network resources and other employee-related files and records, other than such files and records relating exclusively integrated systems of Seller to which the Transferred Employees (IT Assets may connect or with which files and records Sellers the IT Assets may retain an archival copy of, to the extent permitted by Law)communicate; (g) (i) all agreements, contracts and understandings set forth on Schedule 2.2(g), (ii) all Material Contracts existing as of the Excluded Personal Propertydate hereof that are not set forth on Schedule 5.9(a) as of the date hereof, unless otherwise elected by Buyer, and (iii) except as otherwise provided in Section 7.1(b), any Business Agreement that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.9(a) as a Material Contract (all of the foregoing, the “Retained Agreements”); (h) any assets that have been disposed of by Seller in the Excluded Softwareordinary course of business or otherwise in compliance with this Agreement after the date hereof and prior to the Closing; (i) all indebtedness, accounts payable, or books and records other obligations owed to than the Company by any Seller or any of their AffiliatesDocuments; (j) without limitation to Buyer’s the Seller Marks and any other Intellectual Property or rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Databasetherein; (k) all dataany refund or credit related to Taxes paid by or on behalf of Seller, files and other materials located on any storage device whether such refund is received as a payment or as a credit against future Taxes payable (including personal computers and servers) located at except to the Real Property (other than the books and records described in extent such Tax payments are charged to Buyer pursuant to Section 1.1(j) 3.4 hereof); (l) without limitation except to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(tthe extent expressly provided in Section 2.1(h), the Total Rewards Program and all Claims of Seller against any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataPerson; (m) all insurance policies, and rights thereunder, including any assets set forth on Section 1.2(m) such policies and rights in respect of the Company Disclosure LetterPurchased Assets or the Business; (n) the Company Benefit Plans;rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; and (o) the 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 or held for use in connection with the Businessother rights set forth on Schedule 2.2(o).

Excluded Assets. Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement to the contrary or anything to the contrary contained in this Agreement, immediately prior to the Closingany other Transaction Document, the Company Assets shall 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 not include the following assets of (collectively, the Company (the “Excluded Assets”"EXCLUDED ASSETS"): (a) any cash and cash equivalents, accounts and notes receivable and securities (including capital stock of Affiliates) of the Excluded ContractsSeller or any of its Affiliates (including all intercompany and intracompany receivables, all bank account balances and all ▇▇▇▇▇ cash); (b) any rights, amounts payable to or claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor or causes of action of the Company Seller or any of its Affiliates in respect of Taxes, including duty drawbacks, Tax credits and Taxes refundable to the extent relating to (i) Seller or any excluded assets set forth of its Affiliates in this Section 1.2, (ii) any Excluded Liability or (iii) the operation respect of the Business transactions prior to the Closing Date, Effective Time or in respect of the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1period or portion thereof ending on or prior to the Effective Time; (c) any refunds due from, or payments due on, claims with the Markers listed on Section 1.2(c) insurers of Seller or any of its Affiliates in respect of losses arising prior to the Company Disclosure LetterEffective Time; (d) except for the Tray Ledger all books, documents, records and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased files prepared in accordance connection 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 relating to the extent not reflected in transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Final Closing Net Working CapitalOperations; (e) all refunds other than the Assumed Contracts and the license agreements for Transferred Business Applications, any rights of the Seller or rebates any of Taxes to which Sellers are entitled its Affiliates under Section 12.9(gany contract, arrangement or agreement (including this Agreement, any other Transaction Document or any of the Company-Wide Contracts); (f) any and all Intellectual Property owned by or licensed to the Seller or any of its Affiliates (and any tangible embodiments of any such property), including any rights in the human resources Third Party Licenses, any Patent Cross License, Design Tools, any computer software and other employee-related files and recordsthe Network Identifiers, other than such files and records relating exclusively Sellers' or Designated Sellers' rights or interests in Intellectual Property licensed to the Seller or its Affiliates in a Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Business Applications; (g) any and all employee data, other than the Excluded Personal PropertyEmployee Information; (h) such portion of the Excluded SoftwareOperations Information that the Seller or Seller's Affiliates are, in the reasonable opinion of Seller's counsel, required by Law or by agreement with a Third Party to retain and competitively sensitive information regarding Contracts which are not Assumed Contracts, or license agreements for Transferred Business Applications, provided that the Purchaser shall be provided copies of such material unless contrary to Law or agreement with a Third Party; (i) all indebtedness, accounts payable, or other obligations owed to any asset of the Company by any Seller or any of their Affiliatesthe Seller's Affiliates that would constitute an Asset (if owned by the Seller or a Designated Seller on the relevant Closing Date) that is conveyed or otherwise disposed of during the period from the date hereof until the relevant Closing Date (y) in the ordinary course of business and not in violation of the terms of this Agreement or (z) as otherwise expressly permitted by the terms of this Agreement; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer DatabaseSeller's Employee Plans; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at title to the Real Property (other than the books and records described in Section 1.1(j) hereof)Leased Equipment; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataCorporate Desktop Software; (m) any assets set forth on Section 1.2(m) of the Company Disclosure LetterExcluded Business Applications and the Licensed Business Applications; (n) the Company Benefit PlansShared Labs and the equipment located therein; (o) the Company Insurance Policies (except as provided in Section 9.15)Obsolete Equipment; (p) the System Marks;other assets and rights listed or described in Schedule 2.1(2)(p); and (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) any and all other assets and properties or rights of the Company Seller or the Seller's Affiliates not exclusively used or held for use specifically included in connection with the BusinessSection 2.1(1).

Excluded Assets. Notwithstanding anything The following assets relating to the contrary contained in this Agreementbusiness of operating, immediately prior publishing and distributing the Publications shall be retained by Sellers and shall not be sold, assigned, conveyed, transferred or delivered to the Closing, the Company shall 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 Buyer (the “Excluded Assets”): (a) Claims by Sellers with respect to the Excluded ContractsAssets and liabilities not assumed by Buyer, including without limitation all refunds and claims for Tax 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) any rightsAll contracts of insurance, claims Tax records and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Tax Returns; (c) the Markers listed on All Employee Benefit Programs (as defined in Section 1.2(c) of the Company Disclosure Letter3.13(g)); (d) The right to use the “▇▇▇▇▇▇” and “▇▇▇▇▇▇ Publishing” names and, except for the Tray Ledger and agreements described in Schedule 3.9, the Markers right to participate in any plan, procedure or right that was made available to the Publications by or through ▇▇▇▇▇▇ Communications, or any of its Affiliates (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereofas defined below), and except for the Front Money which shall be treated including but not limited to any Employee Benefit Program (as set forth defined 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 extent not reflected in the Final Closing Net Working Capital3.13(g)); (e) all refunds All claims, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment of Sellers related to the businesses of the Publications on or rebates prior to the Closing, exclusive of Taxes to which Sellers are entitled under the rights granted in Section 12.9(g)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 of stock and/or membership certificates; (v) the human resources qualifications to transact business as a foreign entity; (vi) the arrangements with registered agents relating to foreign qualifications, taxpayer and other employee-related files identification numbers; (vii) other records or similar documents relating to the organization, maintenance and records, existence of Sellers as limited liability companies and/or corporations; and (vii) any other than such files and corporate records relating exclusively to the Transferred Employees limited liability company and/or corporate organization or capitalization (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)as applicable) of Sellers; (g) All items that are located at the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, headquarters offices of ▇▇▇▇▇▇ Communications or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) otherwise not located at the Real Property (other than as defined in Section 3.10) included in the books and records Acquired Assets except for the data relating to the Publications described in Section 1.1(j1.1(h) hereofstored on Sellers’ server at the headquarters offices, copies of which will be delivered or transmitted to Buyer in whatever form is reasonably practicable for the parties; (h) Any right, property or asset described in Schedule 1.2(h), including the property and rights which are shared with any Affiliates of any Seller and not used primarily in the businesses of the Publications; (i) Any assets or properties of Sellers, tangible or intangible, of every kind and description which are not used primarily in connection with the businesses and operation of the Publications and are not included in the Closing Date Balance Sheet; (j) Sellers’ rights under this Agreement; (k) Cornerstone Property, 2.86 acres (Block 69, Parcel B) at corner of Highway 50 and Burleight Street, Yankton, Yankton County, South Dakota; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) All tax sharing agreements and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data;management agreements with ▇▇▇▇▇▇ Communications; and (m) All equity interests in third parties, including but not limited to equity interests of any assets set forth on Section 1.2(m) Seller in any Affiliate of the Company Disclosure Letter▇▇▇▇▇▇ 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 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 possession, directly or indirectly, of the Company not exclusively used power to direct or held for use in connection with cause the Businessdirection of the management and policies of such person, whether through the ownership of securities, by contract or otherwise.

Excluded Assets. Notwithstanding anything any provision to the contrary contained in this Section 2.01, and except as otherwise provided in any Ancillary Agreement, immediately prior to the Closing, Seller and its Subsidiaries (other than the Company shall assign to Sellers (or their designee) and Sellers (or their designeeTransferred Entities) shall obtain the retain all of their respective right, title and interest in and to, and shall not, and shall not be deemed to, Transfer to each the Purchaser, and all the Transferred Assets shall not, and shall not be deemed to include any of the following assets assets, properties and rights and to the extent any of the Company following assets, properties and rights are held by a Transferred Entity, the Seller may cause any such asset, property or right to be transferred to a Non-MCC Entity prior to the Closing for no or such consideration as determined by the Seller (all such retained assets, properties and rights noted below, the “Excluded Assets”): (a) all cash and cash equivalents or negotiable instruments on hand or held by any bank or other third party or elsewhere of the Excluded ContractsSeller or its Subsidiaries, including the Transferred Entities, except to the extent reflected on the Final Statement; (b) all capital stock and/or equity interests in any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), Person other than those that are specifically Purchased Assets under Section 1.1the Transferred Entities; (c) all right, title and interest to any distributions or dividends from any Transferred Entity with a record date at or prior to the Markers listed on Section 1.2(c) of the Company Disclosure LetterClosing; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(cany accounts receivable exclusively between or among the Transferred Entities, any accounts receivable (including trade accounts receivable) of 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 owing to the extent not reflected in the Final Closing Net Working CapitalMCC Business from any Non-MCC Entity; (e) all refunds notes receivable or rebates similar claims or rights (whether or not billed or accrued and however documented) owing from any Non-MCC Entity relating to or arising out of Taxes the financing of the MCC Business or the transfer of cash to which Sellers are entitled under Section 12.9(g)or from the MCC Business; (f) all of the human resources Non-MCC Entities’ checkbooks, canceled checks and other employeebank deposits; (g) all of the Seller’s or its Subsidiaries’ (including the Transferred Entities’) right, title and interest in and to any Proceedings (i) against third parties to the extent relating to any of the Excluded Assets or the Excluded Liabilities or (ii) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that may be asserted against any Non-related files MCC Entity, in each case, including the right to recover damages or lost profits in connection therewith; (h) all right, title and recordsinterest of the Seller or its Subsidiaries (including the Transferred Entities) in and to any insurance policy, including any refunds or recoveries thereunder or reserve premiums attributable thereto, maintained by the Seller or any of its Subsidiaries (other than such files any insurance policy maintained by one (1) or more Transferred Entity); (i) all Intellectual Property of the Seller and its Subsidiaries other than the Assigned IP; (j) except for the Assigned IP, all of the Seller’s or its Subsidiaries’ right, title and interest in and to (i) any trademark of the Seller or any of its Subsidiaries (other than any Transferred Entity) (including those set forth in Section 2.02(j) of the Seller Disclosure Letter), and any trademark comprised or derived from or confusingly similar to any of the foregoing and (ii) the reputation or goodwill of the Seller or any of its Subsidiaries associated with any of the foregoing (collectively, the “Seller Names and Marks”); (k) all of the Seller’s or its Subsidiaries’ (including the Transferred Entities’) right, title and interest in and to any properties or assets privileged under the attorney-client privilege, the attorney work-product privilege or any other self-auditing privilege or policy from a Governmental Entity, to the extent not related to the ownership and operation of the MCC Business; (l) (i) any books and records relating exclusively to any of the Excluded Assets or (ii) any books, records or other materials (including corporate minute books, other similar corporate records and stock records) of or in the possession of the Seller or its Subsidiaries (including the Transferred Employees Entities) that (which files A) the Seller or any of its Subsidiaries (other than the Transferred Entities) is required by Law to retain or the Seller determines is necessary to retain, including as a result of privacy and records Sellers may retain an archival copy ofdata protection policies (copies of which, to the extent permitted by Law, will be made available to the Purchaser at the Purchaser’s reasonable request and expense) or (B) any of the Seller or its Subsidiaries (including the Transferred Entities) are prohibited by Law from delivering to the Purchaser (including by transfer of the equity interests of the Transferred Entities); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payableincluding any books and records, reports, information or other obligations owed materials that disclose in any manner the contents of any other books and records, reports, information or other materials that the Seller or its Subsidiaries (including the Transferred Entities) are prohibited by Law from delivering to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device Purchaser (including personal computers and servers) located at by transfer of the Real Property (other than equity interests of the books and records described in Section 1.1(j) hereofTransferred Entities); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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) personnel and employment records for employees and former employees of the Company Disclosure LetterSeller or its Subsidiaries (including the Transferred Entities) who are not Transferred Employees; (n) the Company Benefit Plansall IT Assets other than Assigned IT Assets; (o) all of the Company Insurance Policies Seller’s or its Subsidiaries’ right, title and interest in and to this Agreement (except as provided in Section 9.15including the Ancillary Agreements); (p) all Leases to which any Non-MCC Entity is a party, including the System MarksLeases set forth on Section 2.02(p) of the Seller Disclosure Letter, and all of the Proceedings, rights and benefits thereunder, except for the Transferred Leases; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernaliasponsorship of, all assets under, or any other rights, title and interest in, to or under (i) any Employee Plan that is not an Assumed Employee Plan and (ii) any other benefit or compensation plan, program, policy, agreement, Contract, or arrangement presently or formerly sponsored, maintained, or contributed to by the Seller or any of its Subsidiaries (other than an Employee Plan), together, in the case of clauses (i) and (ii), with all funding arrangements thereto (including all trusts, insurance policies and administrative service contracts); (r) subject to Article VII, all Tax assets (including any refunds, rebates or credits or similar benefits) of the Seller or its Subsidiaries (but for the avoidance of doubt, not with respect to the Transferred Entities, which shall be governed by Article VII) determined, in the case of a Straddle Period, in accordance with Section 7.02(c); (s) subject to Article VII, all Tax Returns and all records (including all work papers) related thereto, except as otherwise provided in Section 2.01(k); (t) all assets, rights and properties of or relating to any Employee Plan that is not an Assumed Employee Plan; (u) the assets listed on Section 2.02(u) of the Seller Disclosure Letter; and (rv) all other assets assets, properties and properties rights of every kind and description, wherever located, whether real, person or mixed, tangible or intangible, of the Company Seller or its Subsidiaries (including the Transferred Entities) not exclusively used set forth in Section 2.02(a) to (u) to the extent (i) not primarily related to the ownership or held for use in connection with operation of the BusinessMCC Business or (ii) not expressly included as Transferred Assets pursuant to Section 2.01.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingforegoing, the Company Purchased Assets shall 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 not include the following assets of assets, which otherwise relate to, or are used or held for use in connection with, the Company 17173 Business (collectively, the “Excluded Assets”): (a) any right, title and interest held by any Seller Group Company in and to the Excluded ContractsEquity Securities of any Person other than Kylie; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)Sellers’ bank accounts, 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 Seller Group Companies; (c) all Contracts as set forth in Schedule 2.02(c) attached hereto that will not be assigned to the Casino as Buyer Group (the “Excluded Contracts”); (d) all Accounts Receivable of the Closing Sellers arising with respect to the extent not reflected in the Final Closing Net Working Capitalgoods or services provided during periods on or prior to December 31, 2011; (e) all refunds the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or rebates other records solely in respect of Taxes the corporate organization of any of the Seller Group Companies, provided that if any of the foregoing records relates to which Sellers are entitled under Section 12.9(g)the 17173 Business, a copy of such records shall be provided to the Buyer Group at the Closing; (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively intercompany receivables or rights to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)intercompany payments; (g) all insurance policies or benefits as set forth in Schedule 2.02(g) attached hereto that will not be assigned to the Excluded Personal PropertyBuyer Group; (h) all Permits which are held by any of the Excluded SoftwareSellers and required for the conduct of the 17173 Business as conducted by the Sellers or for the ownership and use of the Purchased Assets prior to the Closing and which are not legally transferrable to the Buyers under PRC law; (i) all indebtednessthe assets, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates;properties and rights specifically set forth on Schedule 2.02(i); and (j) without limitation the rights which accrue or will accrue to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at Sellers under 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 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 or held for use in connection with the BusinessTransaction Documents.

Excluded Assets. Notwithstanding anything to Other than the contrary contained in this Agreement, immediately prior to the ClosingPurchased Assets, the Company shall assign to Sellers (or their designee) Seller is not selling, and Sellers (or their designee) shall obtain the rightBuyer is not purchasing, title and interest in and to each and all any of the following assets of the Company Seller or its Affiliates, all of which shall be retained by the Seller or its Affiliates (collectively, the “Excluded Assets”): (a) all of the Seller’s and its Affiliates’ cash and cash equivalents; (b) any other Contracts that are not Assumed Contracts, including the Excluded Contracts; (bc) all Intellectual Property owned by the Seller or any rightsof its Affiliates other than the Transferred Intellectual Property, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets Intellectual Property set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c2.2(c) of the Company Seller Disclosure LetterLetter (collectively, the “Excluded Intellectual Property”); (d) except for the Tray Ledger all Owned Real Property and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working CapitalLeased Real Property; (e) all refunds or rebates machinery and equipment identified on Section 2.2(e) of Taxes to which Sellers are entitled under Section 12.9(g)the Seller Disclosure Letter; (f) all Inventory other than Finished Goods as of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Closing Date; (g) all Receivables as of the Excluded Personal PropertyClosing Date to the extent relating to and arising in the period prior to the Closing Date (and any cash received in respect of such Receivables whether prior to, on or after the Closing Date); (h) the Excluded Softwareall IT Assets other than as set forth in Section 2.1(l); (i) all indebtedness, accounts payable, or other obligations owed to the Company by any assets identified on Section 2.2(i) of the Seller or any of their Affiliates;Disclosure Letter; and (j) without limitation to Buyer’s all rights pursuant to Sections 1.1(k) of the Seller under this Agreement and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program of Sellers or their Affiliates Ancillary Agreements and all customer related data; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) Seller’s interest in 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 capital stock of the Company not exclusively used or held for use in connection with the Businessits Subsidiaries.

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 Seller or any of its Affiliates; (b) all bank and other depository accounts of the Seller or any of its Affiliates; (c) insurance policies relating to the contrary contained 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 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 Seller or any of its Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, immediately the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to the ClosingClosing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the Company shall assign to Sellers “Excluded Contracts”); (l) other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller or their designeeany of its Affiliates; (m) all Tax records, other than real and Sellers personal property and sales and use Tax records; (or their designeen) shall obtain those assets which are listed on Schedule 2.02(n); (o) all of the rightSeller’s rights, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2the Seller’s name, service names and trade names (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Dateincluding, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 Sellerswithout limitation, the Company name[s] [“Media General” or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 “LIN Media”/ “▇▇▇▇▇▇’▇▇ Branded ParaphernaliaBroadcast Group”]), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; andand (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; (p) all real and personal, tangible and intangible assets of the Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets and properties of the Company Seller or any of its Affiliates to the extent not exclusively used or held for use primarily in connection with the Businessoperation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

Excluded Assets. Notwithstanding anything Section 2.1, all of the Sellers' and their Subsidiaries' right, title and interest at the Closing in and to the contrary contained following properties, assets and rights shall be excluded from the Purchased Assets and shall not be included in this Agreementthe definition thereof (collectively, immediately the "Excluded Assets"): (a) all Contracts set forth on Schedule 2.2(a) (the "Excluded Contracts"); (b) any assets and associated claims arising out of Excluded Liabilities and/or Excluded Contracts; (c) the Post-Closing Claims; (d) all refunds or credits of Taxes due to FWENC and its Subsidiaries by reason of their ownership of the Purchased Assets or operation of the Business to the extent attributable to any time or period ending at or prior to the ClosingClosing Date; (e) all cash, cash equivalents (including restricted cash) and other short term investments of the Sellers and their Subsidiaries; (f) any claims, counterclaims, offsets, defenses or causes of action arising prior to the Closing Date, other than to the extent relating to, or arising from, the Company shall assign to Sellers Purchased Assets or Assumed Liabilities; (g) all assets owned or their designeeheld under any Employee Benefit Plans including assets held in trust or insurance Contracts for the benefit of any Employee Benefit Plan participants or beneficiaries; (h) and Sellers (or their designee) shall obtain the all right, title and interest in and to all properties, assets and rights of each and all of the following assets of the Company (the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims Sellers and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those their Subsidiaries that are specifically Purchased Assets under not being transferred pursuant to Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software2.1; (i) all indebtednesscorrespondence and documents, accounts payable, or other obligations owed to including the Company confidentiality agreements entered into by any Seller FWENC or any of their its Affiliates, in connection with the sale of the Business; (j) without limitation all loans and other advances owing by each Non-Transferred Employee to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database;each Seller; and (k) all data, files and other materials located on any storage device (including personal computers and servers) located at capital stock of the Real Property Subsidiaries of each Seller (other than the books outstanding membership interests of Hanford LLC and records described in Section 1.1(j) hereofthe capital stock of FWENC Massachusetts and FWENC Ohio); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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 or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementgenerality of Section 2.01, immediately prior to the Closing, the Company shall 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 are not a part of the Company Transaction and are excluded from the Assets (collectively, the “Excluded Assets”): (a) all Cash (including the Excluded ContractsPurchase Price), bank accounts and Equity of Sellers; (b) the corporate seal, minute books, Equity records and other documents relating to the corporate or other legal organization of any rightsSeller, claims and credits Tax Returns (including all guaranteesrelated schedules, indemnitiesrecords, warranties files and similar rights) in favor other documents and all other records required by applicable Legal Requirements to be maintained to support such Tax Returns), and other Tax records of the Company any Seller or relating to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Business; (c) the Markers listed on Section 1.2(c) original of the Company Disclosure Letterany books and records that Sellers are required by applicable Legal Requirement to retain, so long as Sellers deliver at least one copy thereof to Buyer; (d) except for the Tray Ledger all Tax assets (including duty and the Markers (other than those Markers listed on Section 1.2(cTax refunds, repayments and prepayments) of the Company Disclosure Letter) or relating to any Seller (all or any Affiliate or other equity owner of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereofany Seller), 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)Employee Benefit Plans and assets therein; (f) all of insurance policies maintained by any Seller, and the human resources and other employee-related files and records, rights to receive payments thereunder (other than such files and records relating exclusively to insurance claims under the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by LawAR Insurance); (g) the Excluded Personal Propertyrights of any Seller under the legally non‑transferable Permits applicable to the Business set forth in Schedule 2.02(g); (h) all rights of any Seller in any Proceeding to which it is a party as of the Excluded SoftwareClosing; (i) all indebtednessany Claims, accounts payablewhether ▇▇▇▇▇▇ or inchoate, known or other obligations owed unknown, contingent or non-contingent, against third parties that (i) relate exclusively to events and activities before Closing, and (ii) have no impact on the Company by any Seller value or any operation of their Affiliatesthe Assets or the Business; (j) without limitation to Buyer’s all rights pursuant to Sections 1.1(k) and 1.1(t)of any Seller in any Contracts that are not Assumed Contracts, including the Customer DatabaseExcluded Real Property Leases; (k) any of the rights or consideration that will accrue to any of the Sellers under this Agreement or any of the other documents contemplated by this Agreement, including the consideration paid to ISA for the benefit of all data, files 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)Sellers pursuant to this Agreement; (l) without limitation any attorney-client privileged materials of Sellers relating to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)the Transactions (for the avoidance of doubt, the Total Rewards Program Assets shall include attorney-client privileged materials generally relating to the Assumed Liabilities, but shall not include any attorney-client privileged materials relating to negotiations between Sellers and any other player loyalty Buyer relating to the Assumed Liabilities or rewards program of Sellers or their Affiliates and all customer related datathe allocation thereof in connection with the Transactions); (m) any assets those accounts and notes receivable of Sellers set forth on Section 1.2(mSchedule 2.02(m) of (the Company Disclosure Letter;“Excluded AR”); and (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 any other assets and properties listed in Schedule 2.02(n) or otherwise excluded by mutual written agreement of the Company not exclusively used or held for use in connection with the BusinessParties.

Excluded Assets. Notwithstanding anything to the contrary contained in this AgreementThe Transferred Assets shall not include, immediately prior to the Closingand Contributor reserves and retains, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the all right, title and interest in and to each and all of the following assets of the Company (collectively, the “Excluded Assets”): (a) the Excluded Contractsall cash, cash equivalents, short-term investments, bank deposits, investment accounts, corporate credit cards and similar items of Contributor; (b) any rightsContracts other than the Transferred Contracts; (c) the rights of Contributor to the names “Delek” or any related or similar trade names, claims trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) all of Contributor’s and credits any of its Affiliates’ right, title and interest in and to all accounts receivable, all trade accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities arising out of or related to any sale, transfer or other disposition of any Excluded Asset, and any and all such rights evidenced by chattel paper, instruments or documents, in each case, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future, including the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other Actions in connection therewith; (including e) all guarantees, indemnities, warranties Actions and similar rights) rights in favor of Contributor or any of its Affiliates of any kind against third parties that are not Affiliates of the Company Partnership to the extent relating to (i) any excluded assets set forth in this Section 1.2, the Excluded Assets or (ii) any Excluded Liability or (iii) the operation of the Business Transferred Assets prior to the Closing Date, in the case of clause Effective Time; and (iii), f) other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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) hereof2.2(e), all chips rights, titles, claims and interests of Contributor or tokens any of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ its Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtednessunder any policy or agreement of insurance, accounts payable(ii) under any bond, (iii) to or other obligations owed under any condemnation damages or awards in regard to the Company by any Seller taking or (iv) to any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty insurance 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 or held for use in connection with the Businessbond proceeds.

Excluded Assets. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, immediately prior there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the ClosingBusiness Assets shall not include, the Company shall 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 and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the Excluded Contractspossession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) any rights, claims all refunds of Taxes of Seller and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Selling Subsidiaries; (c) all Tax Returns of Seller and the Markers listed on Section 1.2(c) of the Company Disclosure LetterSelling Subsidiaries; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 expressly provided in Section 9.11(d) hereof5.4, all chips or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates Seller Plans and any funds held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capitaltrust in connection with such Seller Plans; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)the Seller Trademarks; (f) all the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the human resources and other employee-related files and records, other than such files and records relating exclusively to Selling Subsidiaries listed in Section 2.2(f) of the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Excluded Personal PropertySelling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to 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 SoftwareAssets, whether arising by way of counterclaim or otherwise; (i) all indebtednessany governmental licenses, accounts payablepermits and approvals, or other obligations owed including Environmental Permits, that (i) do not exclusively relate to the Company Business or (ii) exclusively relate to the Business but their transfer is not permitted by any Seller or any of their AffiliatesLaw; (j) without limitation any Books and Records (i) to Buyer’s rights the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Sections 1.1(kLaw or (iii) and 1.1(t), that relate primarily to the Customer Database;Excluded Assets; and (k) all data, files any other assets 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 rights listed 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 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(m2.2(k) of the Company Seller Disclosure Letter; (n) . To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company Benefit Plans; (o) or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company Insurance Policies (except to such entity 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 or held for use in connection with the Businessdirected by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary contained contrary, from and after the Closing, Seller and its Affiliates shall retain (or in this Agreementthe case of any of the following Assets held by any Transferred Joint Venture Entity, immediately Seller shall cause to be transferred to the applicable Seller JV Partner prior to the Closing), and there shall be excluded from the Company sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferred Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the rightnot include, title and interest in and to each and all any of the Friendco Transferred Assets or the following assets of the Company Assets (collectively, the “Excluded Assets”): (a) the Excluded Contractsall Assets with respect to Taxes (including duty and tax refunds and prepayments) and net operating losses of Seller or any of its Affiliates; (b) any rights, claims except as set forth in Section 2.3(s) and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company except to the extent relating to (i) any excluded assets set forth in this Section 1.25.1(c), all Tax Returns of Seller or any of its Affiliates and all Books and Records (iiincluding working papers) any Excluded Liability or (iii) the operation of the Business prior and tax software to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1extent directly related thereto; (c) all insurance policies and rights thereunder, other than the Markers listed on Section 1.2(c) of the Company Disclosure LetterInsurance Claims; (d) except for the Tray Ledger all credits, prepaid expenses, deferred charges, advance payments, security deposits and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased prepaid items, in accordance with Section 4.2 hereof)each case, 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 only to the extent related to any Asset that is not reflected in the Final Closing Net Working Capitala Transferred Asset; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)cash and cash equivalents, except for the Transferred Cash; (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Intercompany Receivables; (g) the Excluded Personal Propertyall Contracts (including all Third Party Confidentiality Agreements) other than Assigned Contracts; (h) (i) any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Excluded SoftwareOwned Real Property set forth on Schedule 2.4(h) of the Seller Disclosure Schedule; provided, however, that, from time to time prior to the Closing, but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule 2.4(h) of the Seller Disclosure Schedule; (i) all indebtedness, accounts payable, or Programming Agreements (other obligations owed to the Company by than any Seller or any of their Affiliatesretransmission consent agreement that is an Assigned Contract); (j) without limitation to Buyer’s rights pursuant to Sections 1.1(kall Assets listed on Schedule 2.4(j) and 1.1(t), of the Customer DatabaseSeller Disclosure Schedule; (k) (i) all dataclaims (and proceeds related thereto) set forth on Schedule 2.4(k) of the Seller Disclosure Schedule relating to (A) the Rigas Litigation or (B) the Designated Litigation, files (ii) all other claims (and other materials located on proceeds related thereto) that Seller or any storage device of its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including personal computers any Transferred Asset or Assumed Liability) in any material respect and servers(iii) located at the Real Property any claims of Seller or its Affiliates against Seller or any of its Affiliates (other than any claim against any Investment Entity or any Transferred Joint Venture Entity) to the books and records described in Section 1.1(j) hereofextent not affecting any Specified Business (including any Transferred Asset or Assumed Liability); provided, that none of the Retained Claims will be treated as Excluded Assets pursuant to this clause (k); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)all personnel records, other than the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataTransferred Employees’ Records; (m) any assets set forth on Section 1.2(m) all rights in connection with and Assets of the Company Disclosure LetterBenefit Plans; (n) except for the Company Benefit PlansTransferred Investments and the Joint Venture Securities, all Equity Securities or other rights of Seller or any of its Affiliates in any other Person, including any Asset Transferring Subsidiary; (o) Assets allocated to the Company Insurance Policies (except as provided in Section 9.15)Friendco Business pursuant to the Designated Allocation; (p) state certificates of public convenience and necessity or similar state telecommunication Authorizations except for those that Buyer designates in writing as Transferred Assets at least ten Business Days prior to the System MarksClosing; (q) the ▇▇▇▇▇▇’▇ Branded ParaphernaliaExcluded Books and Records (subject to Section 9.3); and (r) the Equity Securities of Empire Sports Network and all other assets and properties Assets of the Company not exclusively used or held for use in connection with the BusinessEmpire Sports Network.

Excluded Assets. Notwithstanding anything to the contrary contained Except as expressly set forth otherwise in this Agreement, immediately prior the parties agree and acknowledge that by virtue of this Agreement neither Seller nor any Subsidiary sells or shall sell (verkaufen) to Buyer, and Buyer does not purchase and shall not purchase (kauft), any assets or rights other than the ClosingPurchased Assets (collectively, the Company shall 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 (the “Excluded Assets”): (a) ). The Parties agree and acknowledge that the Excluded Contracts;Assets include, but are not limited to, the assets and rights described in paragraphs (i) through (x) below: (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability of Seller’s or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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, Subsidiaries’ 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 extent not reflected in the Final Closing Net Working Capitalitems; (eii) all refunds any Proprietary Information of Seller or rebates of Taxes to which Sellers are entitled under Section 12.9(g)Seller’s Affiliates other than the Purchased Intellectual Property; (fiii) all of the human resources any (x) personnel records pertaining to any Transferred Employees except for German Transferred Employees and Austrian Transferred Employees, (y) other employee-related files and records, other than such files books and records relating exclusively that Seller or any Affiliate of Seller is required by Law to retain, provided, however, that Buyer shall have the Transferred Employees (which files and records Sellers may retain an archival copy ofright, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Wireline Communications Business in accordance with Section 9.1, and (z) any information management system of Seller or any Affiliate of Seller; (iv) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, related to any Pre-Closing Tax Period; (v) subject to Section 9.3(a)(vi), any rights to, or the use of, the “Infineon”, “Infineon Technologies”, “Infineon Technologies AG” or “IFX” trademarks; (vi) the accounts receivable (Forderungen aus Lieferungen und Leistungen) which are referred to in Section 2.1(d)(i); (gvii) the Excluded Personal Propertyany insurance policies or rights of proceeds thereof other than those pursuant to Section 2.2(a)(iv); (hviii) to the Excluded Softwareextent not already excluded by virtue of Section 2.2(b)(vi), any of Seller’s or any of Seller’s Affiliates’ rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Wireline Communications Business arising out of transactions, measures, actions, omissions or other causes occurring prior to, and including, the Closing Date (other than those with respect to (x) warranty matters for which Purchaser becomes liable pursuant to Section 2.3(a)(ii), (y) counterclaims to the extent of the Purchased Liabilities (it being understood that in the event Seller as well as Buyer need to utilize such counterclaims, they will reasonably agree as to the allocation thereof) or (z) Purchased Intellectual Property as provided in the Intellectual Property Agreement); (iix) any movable fixed assets which relate to Seller’s or its Subsidiaries’ IT infrastructure (other than IT client assets, e.g. laptops, desktops, monitors, and for the avoidance of doubt, mobile phones), manufacturing or central R&D department (“ETS”-department) other than as allocated to Buyer pursuant to Section 2.2(a)(i)(C); (x) all indebtednessother assets, accounts payableproperties, or other obligations owed to the Company by any interests and rights of Seller or any Affiliate of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Property Seller (other than the books and records described in Section 1.1(jPurchased Assets) hereof); (l) without limitation not related exclusively to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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 or held for use in connection with the Wireline Communications Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the ClosingSellers shall not grant, the Company sell, transfer, convey, assign or deliver, and Buyer shall assign to Sellers (not, nor shall Buyer have any right to, purchase, accept or their designee) and Sellers (or their designee) shall obtain the otherwise acquire, any right, title and or interest in and to each and all any of the following assets assets, properties, rights or interests of Sellers or any of Sellers’ Affiliates, which are expressly excluded from the Company Acquired Assets and are not to be acquired by Buyer pursuant to this Agreement (the “Excluded Assets”): (a) any assets, properties, rights or interests not specifically identified in the Excluded Contractsdefinition set forth in Sections 2.1(a) through 2.1(g); (b) any rightsthe Retained Business, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Retained Products; (c) rights of Sellers arising under this Agreement or the Markers listed on Section 1.2(c) Ancillary Agreements or from the consummation of the Company Disclosure LetterTransactions; (d) except all Tax refunds, credits, offsets, recoveries and similar benefits related to the Business for a Pre-Closing Tax Period or relating to the Tray Ledger and the Markers other Excluded Assets for all periods; (other than those Markers listed on Section 1.2(ce) of the Company Disclosure Letterany wholesale supply agreement for pharmaceutical products; (f) (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 and marketable securities on hand and in transit of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) well as all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Accounts Receivable; (g) the Excluded Personal Propertycorporate books and records of Seller Parent and its Subsidiaries, or any other books and records protected by the attorney work product, attorney-client or other legal privilege; (h) all rights, claims and credits of any kind, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Affiliates arising before, at or after the Closing and relating to the items set forth in this Section 2.2 or to any Excluded SoftwareLiabilities; (i) all indebtednesscurrent and prior insurance policies, accounts payableand all rights of any nature with respect thereto, or other obligations owed including all insurance recoveries thereunder and rights to the Company by assert claims with respect to any Seller or any of their Affiliates;such insurance recoveries; and (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 Business Benefit Plan and 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 or held for use in connection with the Businessthereunder.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingforegoing, the Company Purchased Assets shall 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 not include the following assets of the Company (collectively, the “Excluded Assets”): (a) all accounts or notes receivable held by a Seller related to or otherwise generated by the Excluded ContractsBusiness, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (b) any rightsall right, claims title and credits (interest of each Seller under all Contracts, including all guaranteesIntellectual Property Agreements, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1not Assigned Contracts (the “Excluded Contracts”); (c) the Markers listed on Section 1.2(c) corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the Company Disclosure Lettercorporate organization of Seller and duplicate copies of such records as are necessary to enable the Sellers to file Tax Returns and reports; (d) except for the Tray Ledger all amounts deposited in and the Markers (assets of all Benefit Plans and all rights in connection with any trusts, insurance, arrangements, or other than those Markers listed on Section 1.2(c) assets held pursuant to, or set aside to fund the obligations of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)Sellers under, 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 extent not reflected in the Final Closing Net Working Capitalany Benefit Plans; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(gthe assets, properties and rights specifically set forth on Schedule 2.02(e); (f) all of the human resources and other employee-any Tax refund or credit related files and records, other than such files and records relating exclusively to the Transferred Employees Business, the Purchased Assets or the Assumed Liabilities that arose before the Closing Date for any taxable period (which files and records Sellers may retain an archival copy of, to or portion thereof) ending on or before the extent permitted by Law)Closing Date; (g) all of the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program assets 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 that are not exclusively used or held for use in connection with (or intended to be used in), generated by or related to the Business; (h) all equity interests owned by UGC in Uncommon Investment Advisors LLC, UGIV and UW; and (i) the rights which accrue or will accrue to any Seller under this Agreement and the Ancillary Documents.

Excluded Assets. Notwithstanding anything the provisions of Section 2.1 to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company Acquired Assets shall 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 not include the following specifically excluded assets of the Company (the “"Excluded Assets”"): (a) the Excluded Contractscorporate 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, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation, and all tax credits and other tax attributes of Seller; (b) Cash; (c) all claims, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment or other rights and claims of a similar nature including tax refunds and insurance refunds related solely to the Excluded Assets; (d) any rightsshares of capital stock in Seller or any rights pertaining thereto; (e) the corporate name of Seller; (f) the Hyatt Claims; (g) Seller Claims necessary to offset claims against Seller, claims and credits as set forth on Schedule 2.1(i); (including all guarantees, indemnities, warranties and similar rightsh) in favor any of the Company to rights of Seller under this Agreement (or under any side agreement between Seller on the extent relating to one hand and Buyer on the other hand entered into on or after the date of this Agreement); (i) any excluded assets set forth in this Section 1.2, all Avoidance Actions; (iij) all of Seller's rights and causes of action arising under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (k) Seller's director and officer insurance policy and all prepaid premiums associated therewith; and (l) any assets of Seller (whether or not included in the definition of "Acquired Assets") which may be designated by Buyer in writing as "Excluded Liability or (iii) the operation of the Business Assets" in Buyer's sole discretion, prior to the Closing Date, in the case of clause (iii)including, other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 Sellersnot limited to, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets items specifically 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 9.15Schedule 2.2(l); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the ClosingSeller shall not sell, the Company transfer or assign, and Buyer shall assign to Sellers (not purchase or their designee) and Sellers (or their designee) shall obtain the rightotherwise acquire, title and interest in and to each and all of the following assets of Seller (such assets being collectively referred to hereinafter as the Company (the “"Excluded Assets”"): (a) all rights of Seller and Seller's Affiliates arising under this Agreement, the Excluded ContractsOther Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) any rightsall accounts receivable, claims notes receivable, cash, bank deposits, marketable securities and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to Products existing at the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) all rights of Seller and Seller's Affiliates arising under any contract other than the Markers listed on Section 1.2(c) of the Company Disclosure LetterContracts; (d) except for the Tray Ledger all corporate minute books, stock records and the Markers Tax returns (other than those Markers listed on Section 1.2(cincluding all work papers relating to such Tax returns) of the Company Disclosure Letter) (all Seller and Seller's Affiliates and such other similar corporate books and records of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), Seller and except for the Front Money which shall be treated Seller's Affiliates 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 may exist on the Closing to the extent not reflected in the Final Closing Net Working CapitalDate; (e) all refunds real property, buildings, structures and improvements thereon, whether owned or rebates of Taxes to which Sellers are entitled under Section 12.9(g)leased by Seller or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the buildings designated by Seller as the M3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (f) all Intellectual Property Rights of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or Seller's Affiliates of any of their Affiliates; (jkind not listed on Schedule 2.1(b) without limitation or referred to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(tin Section 2.1(d), specifically including the Customer Database; (k) all data, files trademarks or trade names "Abbott," "Abbott Laboratories" 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)variants thereof, the Total Rewards Program and 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 stylized sy▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r"A," the Abbokinase OpenCath(R) all other assets trademark and properties the ABBOKINASE(R) trademark, which is the subject of the Company not exclusively used or held for use in connection with the Business.Inventory Trademark License Agreement;

Excluded Assets. Notwithstanding Except as specifically set forth in the Collateral Agreements and notwithstanding anything in Section 2.1 to the contrary contained in this Agreementcontrary, immediately prior it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to the ClosingBuyer or a Buyer Designee, the Company shall assign to Sellers (and neither Buyer nor any Buyer Designee is purchasing, acquiring or their designee) and Sellers (accepting from Seller or their designee) shall obtain the rightany Subsidiary, title and interest in and to each and all any of the following rights, properties or assets of the Company set forth or described in paragraphs (a) through (h) below (the “rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the "Excluded Assets”):"), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's or the applicable Subsidiary's financial statements: (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) Seller's or any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation Affiliate of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 casinosSeller's receivables, cash, cash equivalents, bank deposits or similar cash items of Sellersitems, the Company minority investments or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capitalemployee receivables; (eb) all refunds any (i) confidential personnel records pertaining to any Business Employee, or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (fii) all of the human resources and other employee-related files and records, other than such files books and records relating exclusively that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the Transferred Employees (which files and records Sellers may retain an archival copy ofright, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the CATV Business and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(a) and (b); (c) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (d) subject to Section 5.8, any rights to, or the use of, the "Agere" or "Agere Systems" trademarks; (e) the Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (f) any insurance policies or rights of proceeds thereof; (g) except as specifically provided in Section 5.4, any of the Excluded Personal Property;assets of the Benefits Plans; and (h) the Excluded Software; (i) all indebtednessany rights, accounts payable, claims or other obligations owed to the Company by any causes of action of Seller or any Affiliate of their Affiliates; (j) without limitation Seller against Third Parties relating to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)the assets, the Customer Database; (k) all data, files 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 any other player loyalty properties or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets set forth on Section 1.2(m) operations of the Company Disclosure Letter; (n) CATV Business of Seller or any Affiliate of Seller arising out of transactions occurring on or before 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 or held for use in connection with the BusinessClosing Date.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementherein, immediately prior to any and all of the Closing, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the Sellers’ right, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”):) shall be specifically excluded from, and shall not constitute, the Purchased Assets: (a) the Excluded ContractsAll Seller Benefit Plans and any and all assets related to such Seller Benefit Plans; (b) any rights, claims Any and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), Contracts other than those that are specifically Purchased Assets under Section 1.1the Assigned Contracts; (c) the Markers listed on Section 1.2(c) of the Company Disclosure LetterAll owned and leased real property and other interests in real property; (d) except for the Tray Ledger Any and the Markers (all Intellectual Property other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased IP, including all Trademarks used in accordance connection 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 Business as of Closing (the Closing “Excluded Trademarks”) and all Intellectual Property related exclusively to the extent not reflected in the Final Closing Net Working CapitalExisting DH-I; (e) all refunds or rebates Copies of Taxes the Purchased Documentation and other information, materials and data related exclusively to which Sellers are entitled under Section 12.9(g)Existing DH-I; (f) Any and all of the human resources insurance policies and other employeebinders and interests in insurance pools and programs and self-related files and records, other than such files and records insurance arrangements whether or not relating exclusively to the Transferred Employees (which files Business, for all periods before, through and records Sellers may retain an archival copy of, to after the extent permitted by Law)Closing; (g) the Excluded Personal PropertyAny and all non-transferrable Business Permits and Business Permits set forth or described in Schedule 2.5(g); (h) the Excluded Software;All assets, rights and properties set forth or described in Schedule 2.5(h); and (i) all indebtednessAll refunds, accounts payablecredits, rights to refunds, adjustment or similar benefit (including interest thereon) and any other obligations owed to Tax assets of the Company by any Seller Sellers or any of their Affiliates; (j) without limitation , including any such item relating to Buyer’s rights pursuant any Purchased Asset or Assumed Liability for any Pre-Closing Tax Period but excluding any such item relating to Sections 1.1(k) and 1.1(t)Transfer Taxes allocated to Purchaser under Section 6.2 or Property Taxes specifically allocated to Purchaser under Section 6.3; and, subject to the Customer Database; (k) Sellers’ obligations under Section 6.1, all dataTax Returns, files 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 any other player loyalty or rewards program of Sellers or their Affiliates and all customer including work papers related data; (m) any assets set forth on Section 1.2(mthereto) of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided Sellers or any of their Affiliates. The Parties acknowledge and agree that neither Purchaser nor any of its Affiliates will acquire or be permitted to retain any direct or indirect right, title or interest 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 or held for use in connection with the Businessany Excluded Assets.

Excluded Assets. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) Buyer expressly understands and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of agrees that the following assets and properties of the Company 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 Excluded ContractsIncluded Cash; (b) any rights, claims all permits and credits (including all guarantees, indemnities, warranties and similar rights) licenses not used or held for use primarily in favor the conduct of the Company to Purchased Business or the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Assets; (c) subject to ‎Section 2.01(o), the Markers listed on Section 1.2(c) of the Company Disclosure LetterInsurance Policies; (d) except for the Tray Ledger all director and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), officer insurance policies 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 extent not reflected in the Final Closing Net Working Capitalclaims thereunder; (e) all refunds books, records, files and papers, whether in hard copy or rebates 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 Taxes to which the Sellers are entitled under Section 12.9(g)and their Affiliates; (f) all rights of the human resources and other employee-related files and records, Sellers arising under this Agreement or the transactions contemplated hereby (other than such files and records relating exclusively the rights of Alpha Natural Resources with respect to the Transferred Employees (Subsidiary Transfers, which files and records Sellers may retain an archival copy of, to the extent permitted by Lawshall constitute Purchased Assets); (g) all (i) refunds for Taxes incurred in a Pre-Closing Tax Period, including those relating to the Excluded Personal PropertyPurchased 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 Excluded SoftwareSellers (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 indebtedness, accounts payableAvoidance Actions, or other obligations owed proceeds thereof, against Persons not set forth on Schedule ‎2.01(n) and all Avoidance Actions, or proceeds thereof, that relate solely to the Company by any Seller or any of their AffiliatesExcluded Assets; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all equity interests in the Subsidiaries of Alpha Natural Resources and 1.1(t), the Customer Databaseall equity interests in ReorgCo Parent or ReorgCo; (k) all datathe other assets, files properties and other materials located rights set forth on any storage device Schedule ‎2.02(k) (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof“Specifically Excluded Assets”); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(kthe Leases (including all prepaid royalties and un-recouped minimum royalties thereunder) and 1.1(tset forth on Schedule ‎2.02(l) (collectively, the “Excluded Leases”), and the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataLeased Real Property subject to the Excluded Leases; (m) any assets set forth on Section 1.2(m) all right, title and interest of the Company Disclosure LetterSellers 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 Company Benefit PlansSeller Name; (o) subject to ‎Section 5.04(b) and ‎Section 5.04(c), all of the Company Insurance Policies 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 (except as provided in Section 9.15and including all related documentation);; and (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company Sellers or any of their Affiliates that are not exclusively owned, held or used primarily in the conduct of the Purchased Business. Notwithstanding anything to the contrary in this Agreement, if any asset or property is specifically identified in Sections any of ‎2.01(a) through ‎2.01(v), a corresponding schedule or otherwise (e.g., by reference to the Liquidity Condition in ‎Section 2.01(d)), such asset or property will be deemed for purposes of this Agreement to be used or held for use primarily in connection with the Businessconduct of the Purchased Business and therefore will be a Purchased Asset.

Excluded Assets. Notwithstanding anything to Other than the contrary contained in this AgreementPurchased Assets, immediately prior to Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller and its Affiliates are not selling or assigning, any other assets or properties of Seller or its Affiliates, and all such other assets and properties shall be excluded from the ClosingPurchased Assets (the Excluded Assets). Without limiting the foregoing, the Company shall 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 Excluded Assets include the following assets assets, rights and properties of the Company (the “Excluded Assets”):Seller and its Affiliates: (a) the Excluded Contractsall cash and cash equivalents, bank accounts and securities of Seller or its Affiliates; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those Contracts that are specifically Purchased Assets under Section 1.1not Assigned Contracts; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letterall Intellectual Property; (d) except for the Tray Ledger corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller and the Markers (its Affiliates, all employee-related or employee benefit-related files or records, other than those Markers listed on Section 1.2(c) personnel files of the Company Disclosure Letter) (all of Transferred Employees and any other books and records which Seller and its Affiliates are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), prohibited from disclosing or transferring to Buyer under applicable Law 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 is required by applicable Law to the extent not reflected in the Final Closing Net Working Capitalretain; (e) all refunds or rebates insurance policies of Taxes Seller and its Affiliates and all rights to which Sellers are entitled under applicable claims and proceeds thereunder, other than the right to proceeds actually received as described in Section 12.9(g2.01(i); (f) all of the human resources Benefit Plans and trusts or other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)assets attributable thereto; (g) the Excluded Personal Propertyall Tax assets (including duty and Tax refunds and prepayments) of Seller or any of its Affiliates; (h) the Excluded Softwareexcept as set forth in Section 2.01(h), all rights to any action, suit or claim of any nature available to or being pursued by Seller and its Affiliates, whether arising by way of counterclaim or otherwise; (i) all indebtednessassets, accounts payable, or properties and rights used by Seller and its Affiliates in their respective businesses other obligations owed to than the Company by any Seller or any of their AffiliatesBusiness; (j) without limitation all rights and interests of Seller and its Affiliates, which exist in all jurisdictions throughout the world, that are the subject of, are to be granted under, or accrue or will accrue to Seller or its Affiliates under the Transaction Documents, which rights and interests shall be provided to Buyer’s rights , if at all, pursuant to Sections 1.1(k) and 1.1(t), the Customer Databaseapplicable Transaction Documents; (k) all dataaccounts receivable, files trade receivables, other receivables and other materials located on any storage device (including personal computers and servers) located at the Real Property current assets (other than the books and records described any current assets expressly included in Section 1.1(j2.01(e) hereofand Section 2.01(k);) of Seller and its Affiliates; and (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all desktop and 1.1(t)laptop computers, the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates servers, printers, routers, firewalls, copiers, scanners, telephones, tablets, audio-visual equipment 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 information technology equipment hardware owned by Seller and properties of the Company not exclusively used or held for use in connection with the BusinessBusiness and not located at a Leased Real Property.

Excluded Assets. Notwithstanding anything to the contrary contained in foregoing provisions of this AgreementSection 1, immediately prior to the Closing, the Company shall 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 shall not constitute Properties and shall not be sold, assigned or conveyed to Buyer pursuant to Section 1 (such assets as described herein below, the “Excluded Assets”): (a) all Permits that are not assignable in connection with the Excluded Contractstransactions contemplated by this Agreement; (b) any rightsall crude oil, claims natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and credits (including all guaranteesother hydrocarbons and other minerals or materials of every kind and description produced from the Wellbores and disposed of, indemnitiesor in storage tanks or in pipelines past a measuring point, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in Effective Time (the case of clause (iii“Seller’s Substances”), other than those that are specifically Purchased Assets under Section 1.1and all proceeds attributable thereto; (c) all rights and causes of action, arising, occurring or existing in favor of Seller and attributable to the Markers listed on Section 1.2(c) period prior to the Effective Time or arising out of the Company Disclosure Letteroperation of or production from the Wellbores prior to the Effective Time (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to the period prior to the Effective Time); (d) except for the Tray Ledger all fee interests, overriding royalty interests and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)royalty interests, 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 Executive Rights related to the extent not reflected in the Final Closing Net Working CapitalWellbores, 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) all refunds 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 Sections 1.7 and 1.8, and specifically to the extent any such contracts relate to any additional ▇▇▇▇▇ or rebates drilling activities outside of Taxes to which Sellers are entitled under Section 12.9(g)the Wellbores; (f) all corporate, financial, tax and legal records of the human resources Seller; provided, however, Buyer will be entitled to copies of any such records and other employee-related files and recordsrights to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, other than subject to such files and records relating exclusively to the Transferred Employees (which files and records Sellers confidentiality requirements as Seller may retain an archival copy of, to the extent permitted by Law)reasonably require; (g) the Excluded Personal Propertyall contracts of insurance or indemnity, subject to Section 10; (h) any refund of costs, taxes or expenses borne by Seller attributable to the Excluded Softwareperiod prior to the Effective Time; (i) all indebtedness, accounts payable, any other right or other obligations owed interest in and to the Company by Properties to the extent attributable to the period prior to the Effective Time, and any Seller right or any of their Affiliatesinterest in the properties described in Sections 1.1 through 1.8 to the extent not applicable to the Wellbores; (j) without limitation all deposits, cash, checks, funds and accounts receivable attributable to BuyerSeller’s rights pursuant interests in the Properties with respect to Sections 1.1(k) and 1.1(t), any period of time prior to the Customer DatabaseEffective Time; (k) all data, files and other materials located on any storage device computer or communications software or intellectual property (including personal computers tapes, data and serversprogram documentation and all tangible manifestations and technical information relating thereto) located at the Real Property (owned, licensed or used by Seller, other than the books and records described in Section 1.1(j) hereof)Data; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)any logo, the Total Rewards Program and any other player loyalty service ▇▇▇▇, copyright, trade name or rewards program trademark of Sellers or their Affiliates and all customer related data;associated with Seller; and (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 motor vehicles and other assets and properties of the Company not exclusively used or held for use in connection with the Businessrolling stock.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingforegoing, the Company Purchased Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets of Sellers (collectively, the Company (the “"Excluded Assets”):") which shall be retained by Sellers: (ai) the Excluded Contractsall cash or cash equivalents, government securities, or investment securities of Sellers (including any related accounts with banks, brokerages, or other similar Persons); (bii) all accounts receivable, notes receivable, and other receivables of Sellers exclusively related to the Retained Business; (iii) all raw materials, work-in-process, finished goods, other inventory, and related parts and supplies of Sellers exclusively related to the Retained Business; (iv) each Contract of Sellers (and rights thereunder) that is not an Assumed Contract; (v) all Intellectual Property that is owned by Sellers and exclusively used, exclusively held for use, or otherwise exclusively related to the Retained Business (but, for greater certainty, in the case of Software, only such Software as is listed on Schedule 2.2(xix)); (vi) the "Sonic Foundry" corporate and trade name (including, but not limited to the name, label, logo and mark of "Sonic Foundry" and any rightsvariation or derivation thereof), claims and credits all Uniform Resource Locators (or URLs), websites (including all guaranteescontent of such websites), indemnitiessocial media accounts and internet domain names consisting of or containing any of such names (collectively, warranties the “Sonic Foundry Name”); provided however that the Buyer is hereby granted a royalty free license to use the Sonic Foundry Name as it is currently used in the Mediasite Business for a period of five years. (vii) all Permits of Sellers other than the Transferred Permits; (viii) all Plans (including any Contracts related thereto) and similar rightsall assets held with respect to the Plans; (ix) all insurance policies of Sellers and all rights to applicable claims, proceeds, and refunds thereunder; (x) other than the Books and Records expressly included in favor the Purchased Assets, all books and records and other protected business information of Sellers (but, for greater certainty, not of the Company Transferred Companies) including Sellers' Organizational Documents, 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, blank stock certificates, Tax Returns and books and records relating to Sellers' Tax Returns or otherwise relating to Tax matters of a Seller, for all periods and other documents relating to the organization, maintenance, and existence of a Seller as a corporation or other form of legal entity; (xi) all Tax assets (including duty and Tax refunds and prepayments) of Sellers; (xii) all of Sellers' rights under warranties, indemnities and all similar rights against third parties, and all refunds (excluding Tax refunds), claims, causes of action (including claims for infringement), rights of recovery, rights of set off and rights of recoupment, in each case, arising out of any of the Excluded Assets; (xiii) all rights of Sellers under this Agreement, the Related Documents and any other documents, instruments or certificates executed in connection with this Agreement and the transactions contemplated hereby; (xiv) any attorney-client privilege or other legal privilege to the extent relating to (i) any excluded assets set forth in this Section 1.2Sellers, (ii) any Excluded Liability the Purchased Assets, the Assumed Liabilities or (iii) the operation of the Mediasite Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Closing; (cxv) the Markers listed on Section 1.2(c) all personal laptops or other personal electronic devices exclusively used by any individual who is an employee of the Company Disclosure Lettera Seller other than Transferred Employees; (dxvi) except copies of each Customer List (which may be retained by Sellers for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased use in accordance with Section 4.2 hereof8.3(a), and except for the Front Money which but in all other respects all Customer Lists 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 extent not reflected included in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(gPurchased Assets); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (gxvii) the Excluded Personal Leased Real Property; (hxviii) the Excluded Software; Tangible Personal Property listed on Schedule 2.2(xviii) (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)collectively, the Customer Database; (k) all data, files 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"Excluded Tangible Personal Property"); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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 (rxix) all other assets and properties of Sellers exclusively relating to any part of the Company not exclusively used or held for use in connection with the Retained Business, including only such Software as is listed on Schedule 2.2(xix).

Excluded Assets. Notwithstanding anything ▇▇▇▇▇▇▇ and the other ▇▇▇▇▇▇▇ Parties have not contributed to the contrary contained in this AgreementCompany, immediately prior to and the ClosingCompany has not acquired, the Company shall assign to Sellers following properties and assets (or their designee) and Sellers (or their designee) shall obtain the rightcollectively, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 ParaphernaliaAsset Assignment Agreement or otherwise, and such properties and assets shall not be contributed by the ▇▇▇▇▇▇▇ Parties or acquired by the Company hereunder, notwithstanding anything to the contrary provided in Section 2.1(a): (i) All cash and cash equivalents (provided, however, nothing in this Section 2.1(b) shall be deemed or construed to limit the ▇▇▇▇▇▇▇’ obligations under Section 2.2 or Section 9.8); (ii) All contracts, guarantees, licenses, commitments and other agreements under which (A) the Business and one or more other businesses of ▇▇▇▇▇▇▇ or its Affiliates agree to provide services to or on behalf of a client or (B) a Person other than ▇▇▇▇▇▇▇ or any of its Affiliates provides assets, services, rights or benefits to the Business and one or more other businesses of ▇▇▇▇▇▇▇ or its Affiliates (collectively, the “Shared Contracts”); (iii) All of the ▇▇▇▇▇▇▇ Parties’ right, title and interest in owned and leased real property and other interests in real property, and all such right, title and interest under each real property lease pursuant to which any of the ▇▇▇▇▇▇▇ Parties leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iv) The name “Allscripts” and any related or similar Trademarks, domain names or URL addresses to the extent the same incorporate the name “Allscripts” or any variation thereof; (v) All refunds (or credits) of Taxes which any ▇▇▇▇▇▇▇ Party is liable for under Section 9.2 or Taxes with respect to the Excluded Assets; (vi) All of the ▇▇▇▇▇▇▇ Parties’ and their respective Affiliates’ rights under any policies of insurance purchased by or on behalf of any ▇▇▇▇▇▇▇ Party or their respective Affiliates, or any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto (other than proceeds payable in respect of any loss, damage or destruction to any property or assets that is or, absent such loss or destruction at the Closing would have constituted a Transferred Asset occurring prior to the Closing); (vii) All Business Plans and any other employee benefit plan or arrangement and the assets thereof; (viii) The corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, Tax Returns and other Tax records, seals, minute books, stock transfer books and similar documents of each ▇▇▇▇▇▇▇ Party; (ix) All personnel and payroll records of any current or former employees of ▇▇▇▇▇▇▇ or its Affiliates who are not Transferred Employees; (x) All rights of ▇▇▇▇▇▇▇ and each other ▇▇▇▇▇▇▇ Party under this Agreement or any other agreement between ▇▇▇▇▇▇▇ and/or any other ▇▇▇▇▇▇▇ Party, on the one hand, and the Company, Partner and/or its Affiliates, on the other hand, entered into on or after the date of this Agreement in accordance with the terms hereof; (xi) All Governmental Permits that are not transferable without the consent of a Governmental Body and with respect to which the required consent is not obtained; (xii) All intercompany accounts among the ▇▇▇▇▇▇▇ Parties or their respective Affiliates relating to the Business, which accounts are subject to Section 8.2; (xiii) All equity interests of any ▇▇▇▇▇▇▇ Party and any of their respective Affiliates; and (rxiv) all other assets All Intellectual Property and properties of Software licensed under the Company not exclusively License Agreement or Intellectual Property and Software used or held for use provided in connection with the BusinessTransition Services Agreement other than (A) TSA Developed IP (as defined in the License Agreement) and (B) the Assigned Components. To the extent that after the Closing it is determined that any property, asset, right or interest properly characterized as an Excluded Asset was contributed to the Company pursuant to the ▇▇▇▇▇▇▇ Asset Assignment Agreement or otherwise, the Company shall cause such property, asset, right or interest to be reconveyed (net of any Taxes imposed on the any JV Entity Group Member in connection with such reconveyance) to the relevant ▇▇▇▇▇▇▇ Party.

Excluded Assets. Notwithstanding anything herein to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company Purchased Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets assets, whether owned by, held by or relating to Seller or any of the Company 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) the Excluded Contractscash, certificates of deposit and other cash equivalents (except as otherwise provided in Section 6.12); (b) all rights of Seller or any rightsof its Subsidiaries in any real property other than Owned Real Property and real property subject to a Real Property Lease; (c) all personal property, claims equipment and credits inventory not included in the Purchased Assets; (including d) rights under the Contracts to which Seller or any of its Subsidiaries is a party which are not Assumed Contracts; (e) all guaranteesrights to the names “Hess” and “▇▇▇▇ Oil” and related trademarks, indemnitiesservice marks, warranties trade dress, domain names and other indicia of origin and any other indicia of origin that is confusingly similar rights) in favor to the foregoing, subject to Seller’s agreement to allow for the continued use of any of the Company foregoing on a transitional basis pursuant to Section 6.16; (f) general books of account and books of original entry that comprise Seller’s or its Subsidiaries’ or Affiliates’ permanent Tax records, corporate minute books, stock books and related organizational documents and the Files and Records that Seller and its Subsidiaries are required to retain pursuant to any Law or Order and the Files and Records related exclusively to the extent relating to (i) any excluded assets Excluded Assets or Excluded Liabilities, except as set forth in this Section 1.2, 2.1(c); (iig) any Excluded Liability all claims for refund or (iii) credit of Taxes and other Governmental Entity charges of whatever nature that are attributable to the operation of the Business period prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected included in the Final Closing Net St. Lucia Working Capital; (eh) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Intellectual Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller Seller’s or any of their Affiliatesits Subsidiaries’ claims against Purchaser with respect to the Purchase (including under this Agreement) or relating to the Excluded Assets or the Excluded Liabilities or otherwise; (j) without limitation 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 Buyerbusiness units other than the Terminal Operations, subject to Seller’s rights agreement to allow for the continued use of any of the foregoing on a transitional basis pursuant to Sections 1.1(k) and 1.1(t), the Customer DatabaseSection 6.16; (k) all datacurrent and prior insurance policies and all rights of any nature with respect thereto, files including all insurance recoveries thereunder and other materials located on rights to assert claims with respect to any storage device (including personal computers and servers) located at the Real Property (other than the books and records described such insurance recoveries, except as otherwise provided in Section 1.1(j) hereof)6.12; (l) without limitation 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 Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), any of the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataExcluded Liabilities; (m) any the accounts receivable and pre-paid assets set forth on Section 1.2(m) of the Company Disclosure LetterTerminal Operations; (n) sales literature, promotional literature, and other selling and advertising materials used in connection with the Company Benefit PlansTerminal 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 Company Insurance Policies (except as provided Terminal Operations to the extent not otherwise included in Section 9.15)the Purchased Assets; (p) the System MarksNorth Jersey Public Service Pipeline; (q) any interests in the ▇▇▇▇▇▇’▇ Branded ParaphernaliaSyracuse 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 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 (ru) all other assets and properties emissions allowances or credits associated with the closing of the Company not exclusively used or held for use in connection with the BusinessPort Reading Refinery.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall 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 assets, properties, rights and interests of Parent and the Company Companies (collectively, the “Excluded Assets”):), are expressly excluded from the purchase and sale contemplated hereby, and as such are not included in the Purchased Assets and shall remain the property of Parent or the applicable Company after the Closing: (ai) all Tax Returns of Parent and the Excluded ContractsCompanies, and Parent’s and the Companies’ Governing Documents, minute books and related corporate records; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) all Tax Refunds of Parent or any Excluded Liability or Company; (iii) all cash and cash equivalents (other than the operation Required Cash Amount at each Theatre), including for the avoidance of doubt all Restricted Cash and bank accounts of Parent and the Business Companies; (iv) all Insurance Policies and all insurance benefits related thereto (provided that, if an insurance claim has been or is made by Parent or any Company and such claim relates to a Liability that is an Assumed Liability, then any insurance proceeds that Parent or any Company receives after the Closing (up to the amount of such Assumed Liability) will not be an Excluded Asset and shall be turned over to Buyer); (v) all rights of Parent and the Companies under this Agreement and the Ancillary Documents, and the Schedules and Exhibits hereto and thereto; (vi) all rights of Parent and the Companies arising prior to the Closing Date, in under any Assigned Contract to the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1extent such rights relate to an Excluded Liability; (cvii) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources personnel records and other employee-related files and recordsrecords that Parent or any Company is required by applicable Law to retain in its possession; provided, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy ofhowever, that, to the extent permitted by under applicable Law), Parent shall provide Buyer with copies of such records for each Transferred Employee; (gviii) all Employee Benefit Plans which are sponsored or maintained by Parent or any Company for the Excluded Personal Propertybenefit of any current or former employee or individual independent contractor who works or worked in the Business; (hix) any assets that are consumed, sold or disposed of prior to the Excluded SoftwareClosing in the ordinary course of the Business and consistent with past practices and in compliance with Section 5.4; (ix) all indebtedness, accounts payable, or Intellectual Property other obligations owed to than the Company by any Seller or any of their AffiliatesAcquired IP; (jxi) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), all IT Systems other than the Customer DatabaseAcquired IT Systems; (kxii) all data, files 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)Coca-Cola Inventory; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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; (nxiii) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded ParaphernaliaNCM Equipment; and (rxiv) all other assets the assets, properties, rights and properties interests of Parent and the Company not exclusively used or held for use in connection with the BusinessCompanies specifically described on Schedule 2.1(b).

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingforegoing, the Company Purchased Assets shall 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 not include the following assets of the Company (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Excluded ContractsSeller Parties, LIN or any of their respective Affiliates, other than ▇▇▇▇▇ cash held at the Station; (b) All bank and other depository accounts of the Seller Parties, LIN or any of their respective Affiliates; (c) Except as set forth in Section 2.1(m), all claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor or causes of action of the Company Seller Parties, LIN or any of their respective Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent relating that any such claims are accounts receivable or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties, LIN and their respective Affiliates shall retain all amounts payable to (i) any excluded assets set forth in this Section 1.2the Seller Parties, (ii) any Excluded Liability LIN and their respective Affiliates, if any, from the United States Copyright Office or (iii) such arbitration panels as may be appointed by the operation of United States Copyright Office that relate to the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 have not been paid as of the Closing to the extent not reflected in the Final Closing Net Working CapitalClosing); (e) all refunds All bonds held, contracts or rebates policies of Taxes insurance and prepaid insurance with respect to which Sellers are entitled under Section 12.9(g)such contracts or policies; (f) all of the human resources The Seller Parties’, LIN’s or their respective Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax returns and related documents and supporting work papers and any other employee-related files records and recordsreturns relating to Taxes, assessments and similar governmental levies (other than such files real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Business; (g) All records prepared in connection with or relating to the Excluded Personal Propertysale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The contracts or agreements of the Excluded SoftwareSeller Parties, LIN or their respective Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract” and any contracts or agreements between or among any one or more Seller Parties or LIN and any one or more of their respective Affiliates relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their AffiliatesThe items designated in Schedule 2.2(i) as “Excluded Assets”; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) The Retained Names and 1.1(t), the Customer DatabaseMarks; (k) all dataAll Intellectual Property of the Seller Parties, files and other materials located on LIN or any storage device (including personal computers and servers) located at the Real Property of their respective Affiliates (other than the books and records described in Section 1.1(j) hereofPurchased Intellectual Property); (l) without limitation All records and documents relating to Buyer’s rights pursuant Excluded Assets or to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any liabilities other player loyalty or rewards program of Sellers or their Affiliates and all customer related datathan Assumed Liabilities; (m) Other than as set forth in Section 6.2, all of the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any assets set forth on Section 1.2(m) of the Company Disclosure Letterany such agreement, plan or arrangement; (n) Any intercompany receivables of the Company Benefit Plans;Business from the Seller Parties, LIN or any of their respective Affiliates; and (o) Any rights of or payment due to the Company Insurance Policies (except as provided in Section 9.15); (p) Seller Parties, LIN or their respective Affiliates, under or pursuant to this Agreement or the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection agreements with the BusinessBuyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding anything The Purchased Assets do not include any property or assets of Seller other than as described in Section 2.2 and, notwithstanding any provision to the contrary contained in Section 2.2 or elsewhere in this Agreement, immediately prior to the Closing, the Company shall 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 Purchased Assets do not include the following property or assets of the Company Seller (all assets excluded pursuant to this Section 2.3, the “Excluded Assets”): (a) the Excluded ContractsCash and Cash Equivalents; (b) certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) other debt or equity interest in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Person; (c) all assets used by Seller in performing corporate, support, administrative and other services, which assets are not utilized primarily by the Markers listed on Section 1.2(c) of the Company Disclosure LetterBusiness; (d) except for the Tray Ledger all intercompany receivables and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capitalloans; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(gBusiness Agreements other than the Purchased Business Agreements, including, without limitation, those set forth on Schedule 2.3(e) (the “Retained Agreements”); (f) all any assets that have been disposed of in the human resources ordinary course of business and other employee-related files in compliance with this Agreement after the date hereof and records, other than such files and records relating exclusively prior to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Effective Time; (g) all books and records other than the Excluded Personal PropertyDocuments; provided, that with respect to any such books and records that contain information pertinent to the Business and the Retained Business, Seller shall permit Buyer to make copies (at its expense) of such books and records, subject to any applicable redactions of information that does not relate to the Business; (h) any Seller Marks and any other Intellectual Property or rights therein or related to any business of Seller or any of its Affiliates other than the Business and the Assigned IP; (i) any refund or credit, claim for refund or credit or rights to receive refunds or credits with respect to Taxes paid or payable by or on behalf of Seller or any Affiliate of Seller, whether such refund is received as a payment or as a credit, abatement or similar offset against future Taxes payable (except to the extent any such refund or credit relates to Taxes borne by Buyer pursuant to Section 7.9); (j) except to the extent expressly provided in Section 2.2(g), all Claims of Seller against any Person; (k) all rights, Claims, credits and defenses to the extent relating to any other Excluded SoftwareAsset or any Excluded Liability, including any such items arising under insurance policies, guarantees, warranties, indemnities and similar rights in respect of any such Excluded Asset or any Excluded Liability, whether arising before, on or after the Effective Date; (l) all insurance policies, and rights thereunder, including any such policies and rights in respect of the Purchased Assets, the Assumed Obligations or the Business and including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, whether arising before, on or after the Effective Date other than as provided for in Section 7.13; (i) all indebtednessTax Returns and any related or supporting information, accounts payable(ii) Documents prepared in connection with the transactions contemplated hereby, or including bids received from other obligations owed Persons and analyses relating to the Company Business and (iii) file copies of any Documents retained by any Seller Seller, in each case, whether before, on or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), after the Customer Database; (k) all data, files 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 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 LetterEffective Date; (n) all rights of Seller or its Affiliates under any confidentiality, non-use or similar contract, agreement or understanding with any employee or contractor of Seller or its Affiliates to the Company Benefit Plansextent that such rights do not primarily relate to the Business, whether arising before, on or after the Effective Date; (o) all financial and Tax records relating to the Company Insurance Policies Business and the Purchased Assets to the extent that they constitute a part of the general ledger of Seller or any of its Affiliates, whether before, on or after the Effective Date; provided, that with respect to any such financial and Tax records that contain information pertinent to the Business and the Retained Business, Seller shall permit Buyer to make copies (except as provided in Section 9.15)at its expense) of such books and records, subject to any applicable redactions of information that does not relate to the Business; (p) the System Marksrights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; (q) except as otherwise expressly provided in Section 7.10(d), Section 7.11(d) or Section 7.11(e), all Benefit Plans and all assets under or relating to any Benefit Plan; (r) any properties, assets, goodwill and rights of Seller or any of its Affiliates of whatever kind and nature, real, personal or mixed, tangible or intangible that are not used primarily in, or that do not arise primarily out of, the ▇▇▇▇▇▇’▇ Branded Paraphernaliaoperation or conduct of the Business, whether arising before, on or after the Effective Date; (s) all goodwill of the Business (except, solely for Tax purposes, to the extent of any amount allocated to goodwill in an Allocation Schedule); (t) any information technology and communications equipment other than the IT Assets; and (ru) all other the assets and properties of the Company not exclusively used or held for use in connection with the Businessother rights set forth on Schedule 2.3(u).

Excluded Assets. Notwithstanding anything to The Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and the contrary contained in this AgreementSeller Entities are not selling, immediately prior to transferring or assigning, any assets or properties other than the ClosingAcquired Assets, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all such other assets and properties of the following assets of Seller Entities shall be excluded from the Company Acquired Assets (the “Excluded Assets”):). Notwithstanding anything to the contrary in Section 2.1, the Excluded Assets include (and the Acquired Assets shall not include) the following assets and properties of the Seller Entities or any of their respective Affiliates: (a) except to the Excluded Contractsextent expressly provided for under Section 2.1(a)(viii), any cash, cash equivalents, bank deposits, similar cash items and securities, or any bank accounts; (b) any rights, claims equity interests in any Person and credits any intercompany receivables among any Seller Entity and any of its respective Affiliates; (including c) all guarantees, indemnities, warranties trade and similar rights) in favor of the Company other accounts and notes receivable to the extent relating attributable to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability sales of Business Products or (iii) the operation of the Business through the Closing Date, including those originated at or prior to the Closing Datefrom external sales of Business Products or pursuant to Assumed Contracts, in and all rights to invoice and receive payments for Business Products shipped to customers prior to the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure LetterClosing; (d) except for rights, claims and interests under the Tray Ledger Confidentiality Agreement, this Agreement and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working CapitalTransaction Documents; (e) all refunds Files and Records of any bids and other information received from third parties contemplating an acquisition of the Business, and all communications among any Seller Entity, any Affiliate of any Seller Entity or rebates any Seller Representative and any of Taxes its or their respective advisors or agents (including financial advisors, legal counsel and accountants), in each case to the extent such communications are related to the Transactions, including communications subject to the attorney-client privilege or any other privilege or protection against disclosure, or in which Sellers are entitled under Section 12.9(g)any Seller Entity, any Seller Representative or any Affiliate of any of them otherwise had a reasonable expectation of confidentiality with respect thereto; (f) (i) all Files and Records required by Law to be retained by any Seller Entity, provided that complete copies of the human resources any such Files and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees Records will (which files and records Sellers may retain an archival copy of, to the extent permitted by applicable Law)) be provided to the Buyer to the extent such Files and Records are related to the Business, (ii) all personnel Files and Records relating to employees other than the Transferred Employees and (iii) all personnel Files and Records with respect to the Transferred Employees that are not transferable under applicable Law; (g) all Contracts that are not Assumed Contracts (including, for the Excluded Personal Propertyavoidance of doubt, the Shared Contracts); (h) all raw materials and work in process inventories used in Business Products under the Excluded SoftwareMSA, other than the RTP Fab Acquired Inventory to be delivered to the Buyer on the RTP Fab Transfer Date; (i) all indebtednessSeller Benefit Plans (including all severance and equity- and equity-related plans of Seller and its Affiliates), accounts payableincluding the funding arrangements (accounts, trusts, insurance agreements and policies, and stop-loss policies) and administrative or other obligations owed to the Company by any Seller service agreements with third-party providers, trusts or any of their Affiliatesother assets attributable thereto; (ji) without limitation to Buyer’s rights pursuant to Sections 1.1(kall Tax refunds, Tax deposits and overpayments of Tax, and Tax assets, in each case, in respect of a pre-Closing Tax period and (ii) and 1.1(t), Tax Files and Records of the Customer DatabaseSeller Entities; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Intellectual Property (other than the books Assigned Intellectual Property, Assigned Technology, and records described all other rights provided for in Section 1.1(j) hereof)the IPALA; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and all tax identification numbers of any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataSeller Entity; (m) all seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance and existence of any assets set forth on Section 1.2(m) of the Company Disclosure LetterSeller Entity as a legal entity; (n) all Seller Authorizations or Seller Environmental Authorizations to the Company Benefit Plansextent not transferable under Law or not related to the Business; (o) subject to Section 6.3, the Company Insurance Policies (except as provided Wolfspeed Name, including any right title or interest in Section 9.15)the Seller’s corporate name, corporate service mark or corporate logo; (pi) all rights, counterclaims, rights of set off, claims and Actions (including under indemnification agreements) (whether known or unknown, matured or unmatured, accrued or contingent) with or against any Person to the System Marksextent related to any Excluded Asset or Excluded Liability, including under or with respect to insurance policies of a Seller Entity or with respect to any obligation arising under any Assumed Contract at or prior to Closing; and (ii) insurance policies and all such rights under or with respect to insurance policies other than solely those rights under insurance policies included in the Acquired Assets pursuant to Section 2.1(a)(vi); (q) all real property other than the ▇▇▇▇▇▇’▇ Branded Paraphernalia; andLeased Real Property, in each case other than solely to the extent of the rights granted pursuant to the RTP Fab Lease Agreement and the RELA; (r) all other intangible assets and properties of primarily related to or otherwise used in the Company not exclusively used or held for use Retained Businesses, except as set forth in connection with the BusinessSchedule 2.1(b)(vii); and (s) any assets (including Fixed Assets) listed on Schedule 2.2(s).

Excluded Assets. Notwithstanding anything Seller excepts, reserves, and retains to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall 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 itself the following properties and assets of the Company (collectively, the “Excluded Assets”): (a) the Excluded Contractsall corporate, financial, legal, and tax records of Seller; (b) any rightsall deposits, claims cash, checks in process of collection, cash equivalents, and credits (including all guarantees, indemnities, warranties and similar rights) funds attributable to Seller’s interest in favor of the Company to Assets for the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business period prior to the Closing DateEffective Time, except as provided for in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.18.3; (c) all Hydrocarbons produced from or allocable to the Markers listed on Assets prior to the Effective Time, except for those Hydrocarbons described in Section 1.2(c) of the Company Disclosure Letter2.1(c)(i); (d) except for the Tray Ledger all documents and the Markers (other than those Markers listed on Section 1.2(c) records of 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 Seller subject to the extent not reflected in the Final Closing Net Working Capitalattorney/client privilege, confidentiality agreements, claims of privilege, or other restrictions on access; (e) all refunds rights, interests, and Claims that Seller may have under any policy of insurance or rebates of Taxes indemnity, surety bond, or any insurance or condemnation proceeds or recoveries from third Persons relating to which Sellers are entitled under Section 12.9(g)property damage or casualty loss affecting the Assets occurring prior to the Possession Time; (f) all Claims, whether in contract, in tort, or arising by operation of Law, and whether asserted or unasserted as of the human resources and other employee-related files and recordsPossession Time, other than such files and records that Seller may have against any Person arising out of acts, omissions, or events, or injury to or death of Persons or loss or destruction of or damage to property, relating exclusively in any way to, the Assets that occurred prior to the Transferred Employees (which files Possession Time; provided, however, that no such Claim may be settled, compromised, or otherwise resolved in a manner that results in an obligation borne by Buyer or the Assets from and records Sellers may retain an archival copy of, to after the extent permitted by Law)Possession Time without the prior written consent of Buyer; (g) all exchange traded futures contracts and over-the-counter derivative contracts of Seller as to which Seller has an open position as of the Excluded Personal PropertyEffective Time; (h) any and all rights to use Seller’s name, marks, trade dress or insignia, or to use the Excluded Softwarename of any Affiliate of Seller, and all of Seller’s intellectual property, including, without limitation, proprietary or licensed computer software; patents; trade secrets; copyrights; geological and geophysical information and data (including, without limitation, conventional and 3-D seismic data) licensed from third Persons, and such Seller’s proprietary interpretations thereof; economic analyses; and pricing forecasts; (i) all indebtedness, accounts payable, amounts due or other obligations owed payable to Seller as adjustments to insurance premiums related to the Company by any Seller or any of their AffiliatesAssets for periods prior to the Effective Time; (j) without limitation all Claims of Seller for refunds of or any loss carry-forwards with respect to Buyer’s rights pursuant Property-Related Taxes and income or franchise taxes relating to Sections 1.1(k) and 1.1(t), the Customer DatabaseAssets for periods prior to the Effective Time; (k) all dataaudit rights and all amounts due or payable to Seller as refunds, files and other materials located on any storage device (including personal computers and servers) located at adjustments, or settlements of disputes arising under the Leases, the Real Property (other than Interests, the books Permits, and records described in Section 1.1(j) hereof)the Contracts for periods prior to the Effective Time; (l) without limitation all trade credits and the proceeds of all accounts receivable, notes receivable, instruments, general intangibles, and other receivables due or payable to Buyer’s rights pursuant Seller relating to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataAssets that accrued prior to the Effective Time; (m) any assets set forth on Section 1.2(mexcept as otherwise provided herein, all fees, rentals, proceeds, payments, revenues, rights, and economic benefits of every kind and character (and all security or other deposits made) payable to the owners of the Company Disclosure Letter;Assets and that are attributable to the period prior to the Effective Time; and (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 interests, rights, property, and assets and properties of the Company Seller not exclusively located on or used or held for use in connection with the BusinessAssets or otherwise specifically included in the definition of the Assets.

Excluded Assets. Notwithstanding anything any provision herein to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company Purchased Assets shall assign to not include the following property or assets and any other property or assets not described in Section 2.1, of the 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 (the “"Excluded Assets”"): (a) cash (including all cash residing in any collateral cash account securing any obligation or contingent obligation of the Excluded ContractsSellers), cash equivalents and bank deposits, subject to the Buyer's rights under Section 2.1(e); (b) any rightscertificates of deposit, claims and credits shares of stock (including all guaranteessubject to Section 2.1(h)), indemnitiessecurities, warranties and similar rights) in favor bonds, debentures, evidences of indebtedness (excluding the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation Sellers' accounts receivable as of the Business prior to the Closing Date), including, without limitation, interests in any Person owned by any Seller, including, but not limited to, the equity interests owned in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Sellers and the Excluded Subsidiaries; (c) the Markers listed on Section 1.2(c) rights to any Tax refunds of any of the Company Disclosure LetterSellers, whether such refund is received as a payment or as a credit against future Taxes; (d) except for the Tray Ledger Sellers' causes of action, choses of action and the Markers (other than those Markers listed on rights of recovery pursuant to Sections 544 through 550 and Section 1.2(c) 553 of the Company Disclosure Letter) (all of which are part Bankruptcy Code and any other avoidance actions under any other applicable provisions 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 extent not reflected in the Final Closing Net Working CapitalBankruptcy Code; (e) all refunds subject to Sections 7.4(c) and 7.18(b), 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, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Sellers as a corporation or rebates a limited liability company, as the case may be, any books, records or the like of Taxes to which Sellers are entitled under Section 12.9(g)the Sellers; (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)assets set forth on Schedule 2.2; (g) all of the Excluded Personal Propertyagreements to which any of the Sellers is a party which are not Assumed Agreements and any and all customer deposits, customer advances and credits and security deposits related to any such agreements which are not Assumed Agreements; (h) the Excluded Softwarerights of each Seller under this Agreement and any other agreements between any of the Sellers and the Buyer or any of its Affiliates; (i) all indebtednessof the real, accounts payablepersonal, tangible or other obligations owed intangible property (including Intellectual Property) or assets owned by the Excluded Subsidiaries except to the Company by any Seller extent that such property or any of their Affiliatesassets relate to the Operating Business; (j) without limitation any and all prepaid workers compensation premiums (other than the portion relating to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(tthe Transferred Employees), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at intercompany receivables owed to the Real Property (other than the books and records described in Section 1.1(j) hereof);Sellers; and (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)claims against current or former directors, the Total Rewards Program and officers or other employees of, or agents, accountants or other advisors of or to, 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 or held for use in connection with the BusinessSellers.

Excluded Assets. Notwithstanding anything contained in this Agreement (including Section 2.01) to the contrary contained in this Agreement, immediately prior and except to the Closingextent of rights expressly provided in certain Transaction Agreements, the Company shall assign to Sellers neither Seller nor any of its Affiliates is selling, transferring, conveying or delivering (or their designee) causing to be sold, transferred, conveyed or delivered), and Sellers Purchaser is not purchasing, assuming or accepting any assets, properties, rights and contracts of Seller or any of its Affiliates, or any interests therein, other than the Transferred Assets (all such assets, properties, rights and contracts of Seller or their designee) shall obtain any of its Affiliates, or any interests therein, other than the right, title and interest in and Transferred Assets being referred to each and all of the following assets of the Company (herein as the “Excluded Assets”):). Without limiting the generality of the foregoing, all of the following shall constitute Excluded Assets: (a) the Excluded Contractsall cash and cash equivalents, including checking accounts, bank accounts, certificates of deposit and securities, of Seller or any of its Affiliates; (b) any rights, claims all intercompany receivables and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability other amounts due from Seller or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1its Affiliates; (c) all contracts to which Seller or any Affiliate thereof is a party or is otherwise bound other than the Markers listed on Section 1.2(c) of the Company Disclosure LetterAssigned Contracts; (d) except any real estate leases, real estate title, or any installations, fixtures, and other improvements at Seller’s or any of its Affiliates’ leased real estate, whether or not used for the Tray Ledger and benefit of the Markers (Business, in each case other than those Markers listed on the Assigned Lease or as contemplated by Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof2.01(g), 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds furniture, fixtures, equipment (including computer hardware), machinery and other tangible personal property of Seller or rebates any of Taxes to which Sellers its Affiliates that are entitled under Section 12.9(gnot listed on Schedule II(c); (f) all Permits of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Seller or its Affiliates; (g) the Excluded Personal PropertySeller’s or any of its Affiliates’ rights under any policies of insurance or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto; (h) all rights of Seller or any of its Affiliates to file for or receive any refunds, credits or similar benefits for Taxes levied and imposed upon, or in connection with, the Excluded SoftwareTransferred Assets or the conduct or operation of the Business allocable to any Pre-Closing Period or to the portion of the Straddle Period ending on the Closing Date; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their AffiliatesExcluded Books and Records; (j) without limitation to Buyer’s all rights pursuant to Sections 1.1(k) and 1.1(t), of Seller or any of its Affiliates under the Customer DatabaseTransaction Agreements; (k) all data, files and other materials located on rights of Seller or any storage device (including personal computers and servers) located at of its Affiliates to indemnification from any Person with respect to any of the Real Property (other than the books and records described in Section 1.1(j) hereof)Excluded Liabilities; (l) without limitation all prepaid Taxes allocable to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), taxable periods or portions thereof ending on or before the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataClosing Date; (m) all Intellectual Property owned by Seller or any assets set forth on Section 1.2(m) of its Affiliates (including all rights in and to the Company Disclosure LetterSeller Trademarks), other than the Transferred Intellectual Property; (n) the Company Benefit Plansall Intellectual Property licensed to Seller or any of its Affiliates, other than Intellectual Property licensed pursuant to an Assigned Contract; (o) the Company Insurance Policies (except all of Seller’s or any of its Affiliates’ e-mail addresses, URLs, websites, website content, and telephone numbers, other than as provided in contemplated by Section 9.152.01(h); (p) all bank accounts and lockboxes used in the System MarksBusiness; (q) all assets in respect of any Employee Benefit Plan; (r) any assets arising out of, and any associated claims arising out of, the ▇▇▇▇▇▇’▇ Branded ParaphernaliaExcluded Liabilities; (s) any legal or beneficial interest in the capital stock and other equity interests of Seller or its Affiliates; (t) the accounts and notes receivable not included in the Transferred Assets; (u) any assets transferred or otherwise disposed of by Seller or any of its Affiliates (other than any intercompany transfers or sales) in compliance with Section 5.01(a) prior to the Closing; (v) all accounting systems owned or used by Seller or any of its Affiliates, whether or not used in connection with the operation of the Business, including those that comprise the Shared Service Functions and Assets; (w) any assets utilized by Seller or any of its Affiliates in connection with businesses other than the Business, including those that comprise the Shared Service Functions and Assets; and (rx) all other assets the Shared Service Functions and properties of the Company not exclusively used or held for use in connection with the BusinessAssets.

Excluded Assets. Notwithstanding anything Nothing herein contained shall be deemed to the contrary contained in this Agreementsell, immediately prior assign, transfer, convey or deliver to the ClosingBuyer, the Company and Seller and its Affiliates shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the retain, all right, title and interest in in, to and to each and all of under the following assets assets, properties, interests and rights of the Company Seller and its Affiliates (collectively, the “Excluded Assets”): (a) the Excluded Contractsall cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities or similar cash items of Seller and its Affiliates and all bank accounts of Seller and its Affiliates (except as set forth in Sections 1.1(l) and (o)); (b) any rights, claims all Contracts of Seller and credits (including all guarantees, indemnities, warranties and similar rights) in favor of its Affiliates other than the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2Purchased Contracts, (ii) any the “Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iiiContracts”), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on any refund that Seller is entitled to under Section 1.2(c) of the Company Disclosure Letter7.6; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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) hereof1.1(o), all chips insurance policies, binders, claims 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 rights to proceeds thereof relating to the extent not reflected in the Final Closing Net Working Capitalassets, properties, business or operations of Seller and its Affiliates; (e) the Seller Names and Marks, including the Raybestos Marks, and all refunds or rebates other Intellectual Property of Taxes Seller and the Selling Affiliates other than the Business Intellectual Property referred to which Sellers are entitled under in Section 12.9(g1.1(g); (f) any actions, defenses, credits, claims, causes of action, demands or rights of setoff of any kind (in each case at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including rights and claims arising from any violation of Law), and all of the human resources rights under and pursuant to all indemnities, warranties, representations and guarantees made by suppliers, manufacturers, contractors, customers or other employee-third parties that are not related files and records, other than such files and records relating exclusively to the Transferred Employees (which files Purchased Assets or to Assumed Liabilities, and records Sellers may retain an archival copy of, the right to the extent permitted by Law)collect damages or proceeds in connection therewith; (g) the all Books and Records that are identified as Excluded Personal PropertyAssets pursuant to Section 1.1(f); (h) the Excluded Softwareall customer (including prospective customer) and vendor lists of Seller and its Affiliates other than those referred to in Section 1.1(e); (i) all indebtednessany other product lines, accounts payableContracts, assets or other obligations owed to property of the Company by Seller and its Affiliates not used in or relating to, the Business, including any Seller product lines, Contracts, assets or any property of their Affiliatesthe Excluded Businesses; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) the capital stock of Seller and 1.1(t), the Customer Databaseall Affiliates of Seller; (k) all data, files 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 Information Technology assets that are identified as Excluded Assets pursuant to Section 1.1(j) hereof1.1(p); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) the Overhead and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataShared Services; (m) any assets set forth on Section 1.2(m) all rights of Seller under this Agreement (including Seller’s right to the Company Disclosure LetterInitial Purchase Price and Final Purchase Price hereunder); (n) all real property owned or leased by Seller and its Affiliates other than the Company Benefit Plans;Owned Real Property and the real property subject to the Real Property Leases; and (o) the Company Insurance Policies (except as provided in Section 9.15assets set forth on Schedule 1.2(o); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company Sellers are not selling, and the Buyer expressly understands and agrees that the Buyer is not buying, any assets and properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall 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 expressly exclude the following assets and properties of the Company Sellers and their Affiliates, all of which shall be retained by the Sellers and their Affiliates (the “Excluded Assets”): (ai) other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all cash, cash equivalents or marketable securities of the Excluded ContractsSellers and their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (bii) any rights, claims all accounts receivable of the Sellers and credits their Affiliates (including all guaranteessuch accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), indemnities, warranties and similar rights) in favor of any loans and advances by the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or Sellers; (iii) the operation of the Business prior to the Closing Dateall franchise rights, in the case of clause (iii)if any, other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) and, except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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) hereofTransferred Licensed Intellectual Property, all chips Intellectual Property owned by, licensed to or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, otherwise authorized for use by the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (jiv) without limitation to Buyer’s rights except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to Sections 1.1(kwhich any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and 1.1(t)interest in, to and under all structures, facilities or improvements currently or as of the Customer DatabaseClosing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (kv) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Property Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 2.01(a)(x), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which indemnification is sought by the Buyer pursuant to Article IX; (ix) any interest of any Seller under this Agreement, any Companion Agreement and any other agreement, document or instrument entered into in connection with the transactions contemplated by this Agreement; (x) all personnel and employment records for employees and former employees of the Sellers, including Business Employees, except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers; (B) any books and records described relating primarily to the Excluded Assets; (C) any books, records or other materials that the Sellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any such records, they may do so and in Section 1.1(j) hereof)such case they will provide the Buyer with copies thereof; (lxii) without limitation to Buyer’s any and all rights pursuant to Sections 1.1(k) and 1.1(t)under any bottling, the Total Rewards Program manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other player loyalty intangible rights or rewards program assets associated therewith; (xiii) any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the Disclosure Schedule; (xiv) any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates and all customer wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily 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 to or primarily used or primarily held for use in connection with the Business; (xv) any Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.16; (xvi) any Excluded Contract; (xvii) all Retained Assets; and (xviii) the Manufacturing Rights (and any and all ownership or other proprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), which are governed by the Manufacturing Agreement.

Excluded Assets. Notwithstanding anything to Each of Buyer and VS Holdco, on behalf of itself and each other Acquired Company, expressly understands and agrees that (i) all assets, properties and businesses of Parent and its Subsidiaries that are not included in the contrary contained Transferred Assets and (ii) the following assets, properties and businesses of Parent and its Subsidiaries (regardless of whether they are owned, held or used in this Agreement, immediately prior to each case primarily in the Closing, conduct of the Company shall assign to Sellers Business) (or their designeethe items in clauses (i) and Sellers (or their designee) shall obtain the rightii), title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”):) shall be excluded from the Transferred Assets: (a) all of the Excluded Contractsequity interests of any Person, other than the Transferred Equity Interests and the equity interests of any Acquired Company; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets except as set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii2.02(c), other than those that are specifically Purchased Assets under Section 1.1all Cash of Parent and its Subsidiaries; (c) the Markers listed on Section 1.2(c) all insurance policies of the Company Disclosure LetterParent and its Subsidiaries; (d) except for all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the Tray Ledger transactions contemplated hereby and all minute books and corporate records of Parent and its Subsidiaries (the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof“Retained Records”), 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds rights of Parent arising under this Agreement or rebates of Taxes to which Sellers are entitled under Section 12.9(g)the transactions contemplated hereby; (f) all Intellectual Property Rights owned by Parent or any of its Subsidiaries that are not included in the Transferred IP, including all Retained Marks and the Intellectual Property Rights set forth on Section 2.03(f) of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Parent Disclosure Schedule; (g) subject to Section 5.01(b), any Transferred Assets sold or otherwise disposed of in the Excluded Personal Propertyordinary course of business during the period from the date hereof until the Closing Date; (h) the Excluded Software;assets, properties and businesses set forth on Section 2.03(h) of the Parent Disclosure Schedule; and (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 or held for use in connection with the BusinessExcluded Distribution Center Equipment.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall 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 The following assets of the Company Seller shall not be acquired by Buyer and shall be deemed excluded assets (the “Excluded Assets”): (a) Seller’s minute books, organizational documents, and such other books and records of Seller pertaining to the Excluded Contractsownership, organization or existence of Seller and duplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any other books and records of Seller not related to the Business; (b) any rightsclaim, claims and credits (including all guaranteesright or interest of Seller in or to any prepayment, indemnitiesrefund, warranties and similar rights) in favor of the Company to the extent relating to (i) rebate, abatement or other recovery for Taxes, together with any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability interest due thereon or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1penalty rebate arising therefrom; (c) the Markers listed on Section 1.2(c) all Contracts other than Assumed Contracts, and any assets of the Company Disclosure LetterSeller subject to any Contract of Seller that is not an Assumed Contract; (d) except for the Tray Ledger non-assignable licenses, permits and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capitalauthorizations; (e) all refunds or rebates insurance policies relating to the Business and those claims of Taxes to which Sellers are entitled Seller under Section 12.9(g)the insurance policies included within the Excluded Assets; (f) all of the human resources Benefit Plans (and other employee-related files all rights, claims and recordsdefenses thereunder), other than and all assets or funds held in trust for or under such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Benefit Plans; (g) all claims, causes of action and choses in action of Seller against third parties relating to the Excluded Personal PropertyAssets and the Excluded Liabilities; (h) the Excluded Softwareassets, properties and rights specifically set forth on Schedule ‎2.2(h); (i) all indebtedness, accounts payable, the rights which accrue or other obligations owed will accrue to Seller under this Agreement or the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 or held for use in connection with the BusinessRelated Documents.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, immediately prior to except for the ClosingPurchased Assets, all other assets, properties or rights (including Contracts), wherever located, whether real, personal or mixed, tangible or intangible, of the Seller Entities, the Company shall assign to Sellers Rexam Entities and each of their respective Affiliates (or their designeeprovided, however, that for purposes of this Section 1.2 (except Section 1.2(c), 1.2(d), 1.2(j), 1.2(m), 1.2(n), 1.2(o) and Sellers 1.2(p)), no Purchased Entity shall be considered an Affiliate of Seller, Rexam, or any of their other Affiliates that is not a Purchased Entity) (or their designeecollectively, and including the assets listed below, the “Excluded Assets”) shall obtain be retained by the Seller Entities, the Rexam Entities and each of their respective Affiliates, and shall be excluded from the Purchased Assets, including the Seller Entities’, the Rexam Entities’ and each of their respective Affiliates’ right, title and interest in and to each and all of to, the following assets of the Company (the “Excluded Assets”):assets, properties and rights: (a) the Excluded Contractsany and all cash and Cash Equivalents; (b) any rights, claims and credits all Accounts Receivable (including all guarantees, indemnities, warranties and similar rights) in favor other than Accounts Receivable of the Company Purchased Entities); (c) the equity, equity participation, voting rights or other participations and interests in the entities listed on Schedule 1.2(c) held by the Purchased Entities as of the date of this Agreement (the “Excluded Entities”) and transferred to Seller, Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the extent relating Restructuring Steps Plan; (d) the assets owned by the Purchased Entities as of the date of this Agreement and to be transferred to Seller, Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the Restructuring Steps Plan; (e) (i) any excluded assets and all Tax refunds and prepayments of Excluded Taxes and (ii) any net operating losses or other tax attributes of Seller or its Affiliates related to any Pre-Closing Tax Periods; (f) any and all Tax Returns except as set forth in this Section 1.21.1(b)(iii)(B); (g) any and all Real Property other than the Business Real Property; (h) any and all Business Permits and Environmental Permits except as set forth in Section 1.1(b)(vi) and any Permits other than Business Permits; (i) any and all assets and rights related to Employee Benefit Plans (except as set forth in Section 1.1(b)(ix)); (j) except as set forth on Schedule 4.8, any and all insurance policies (including self-insurance arrangements) and all rights and proceeds thereunder, whether or not related to the Business; (k) any and all credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid rent, prepaid items and duties; (l) any (1) personnel records with respect to the Transferred Business Employees that Seller, Rexam or any of their Affiliates are required by Law to maintain in their possession and (2) Books and Records relating to any Purchased Asset or Assumed Liability that Seller, Rexam or any of their Affiliates are required by Law to maintain in their possession; (m) all Excluded Fixtures, Equipment and Tangible Personal Property; (n) any and all rights under (i) the Customer Contracts (or portions thereof) set forth on Schedule 1.2(n)(i), (ii) any Excluded Liability the Contracts (or portions thereof) set forth on Schedule 1.2(n)(ii), (iii) any Shared Contract (or portions thereof) which Seller or its Affiliates are to retain or receive, as described in Section 1.13, (iv) any other Contract with respect to Intellectual Property other than any Business IP License (the operation Contracts described under the foregoing clauses (i) — (iv) being the “Excluded Business Contracts”) and (v) any other Contract that is not a Specified Business Contract; (o) any and all Seller and Rexam Marks, without limiting the license set forth in Section 4.9; (p) any and all Intellectual Property other than Transferred Intellectual Property, without limiting the licenses set forth in Section 4.9 and Section 4.10; (q) any and all rights to all causes of the Business action, lawsuits, judgments, claims, defenses against third parties and demands of any nature (1) arising prior to the Closing Date, whether arising by way of counterclaim or otherwise, in each case whether or not related to the case Business, the Purchased Assets (other than any of clause the foregoing held by the Purchased Entities) or the Assumed Liabilities and (iii)2) arising on or after the Closing Date, other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g1.1(b)(v); (fr) any and all guaranties, warranties, indemnities and similar rights (1) in respect of the human resources Business or a Purchased Asset (other than any of the foregoing held by the Purchased Entities) for the period prior to the Closing Date and other employee-related files and records(2) arising on or after the Closing Date, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Lawas set forth in Section 1.1(b)(viii); (gs) all rights of Seller, Rexam or their Affiliates arising under this Agreement, the Excluded Personal PropertyAncillary Agreements or from the consummation of the Transaction and the consummation of the transactions contemplated by the Ancillary Agreements; (ht) the Excluded Softwarecorporate charter, qualification to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, corporate seal, minute books, stock transfer books and blank stock certificates for any entity other than a Purchased Entity; (u) any intercompany receivables between (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller Entity or Rexam Entity and any of their respective Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on or between 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 such Affiliate and any other player loyalty such Affiliate or rewards program (ii) any Purchased Entity and any Affiliate of Sellers a Seller Entity or their Affiliates Rexam Entity; and (v) any and all customer related data; (m) assets listed on Schedule 1.2(v). Seller and Purchaser acknowledge and agree that neither Purchaser nor any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (its Affiliates will acquire or be permitted to retain hereunder any direct or indirect right, title or interest in any Excluded Assets, 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 or held for use in connection with the Businessthis Agreement.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company The Business Assets shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all not include any of the following assets owned by Trimble or any of the Company its controlled Affiliates (such assets, collectively, the “Excluded Assets”): (ai) the Excluded Contractsequity interests of (A) each Subsidiary of Trimble (or any other entity) other than the Company and the Transferred Subsidiaries and (B) the entities set forth on Schedule 2.2(b)(i); (bii) all Cash of the Business (except as the same are held by the Company or any of its Subsidiaries at the Closing); (iii) all accounts receivable of the Business as of the Closing other than accounts receivable of the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing); (iv) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories not owned by the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing or Trimble Brazil in connection with the Brazil Business as of the Deferred Brazil Closing; (v) all data including Personal Data, files, documents, and records in any form or media (whether print, digital or electronic) of Trimble and its controlled Affiliates, other than the Transferred Data; (vi) all Intellectual Property Rights owned by Trimble and its controlled Affiliates, other than the Transferred IP, including (x) Marks to the extent containing confusingly similar to the name “Trimble”, and (y) any rightssuch Intellectual Property Rights to the extent related to (A) Excluded Core Positioning Technology or (B) Correction Services; (vii) the following Contracts (collectively, claims the “Excluded Contracts”): (A) the Contracts set forth on Schedule 2.2(b)(vii) hereto; (B) all Business Inbound Licenses that are Patent cross-licenses set forth on Schedule 2.2(b)(vii) hereto; and credits (including C) all guarantees, indemnities, warranties and similar rights) in favor of the Company settlement agreements to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, claims directed at products and services that are not in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Business; (cviii) all personnel, employee compensation, medical and benefits and labor relations records relating to the Markers listed on Section 1.2(cBusiness Employees who are not Transferred Employees; provided, however, that copies (or, where required by applicable Law, originals) of any such records relating to any Transferred Employee will be delivered to the Company Disclosure Letter; (d) except for unless disclosure of such records would be prohibited by applicable data privacy or data protection Laws or if the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) written consent of the Company Disclosure Letter) (all employee is otherwise required, then subject to such consent; provided, further, however, that where ▇▇▇▇▇▇▇ ▇as delivered originals 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 Sellerssuch records, the Company or Sellers’ Affiliates held at the Casino as a Company Employer will deliver copies of the Closing such records to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 Trimble upon ▇▇▇▇▇▇▇’▇ Branded Paraphernaliawritten request to the extent allowed by applicable Law; (ix) all assets relating to any Employee Plan (other than any Transferred Employing Subsidiary Plan or any Employee Plan that is required to transfer to the Company Group by operation of applicable Law); (x) assets, properties, equity interests and business, of every kind and description, located in the Russian Federation; (xi) assets, rights and properties as described in Schedule 2.2(b)(xi); (xii) all past, current or future rights to bring an Action in law or in equity against third parties, including unliquidated rights under manufacturers’ and vendors’ warranties (and the right to receive all monies, proceeds, settlements and recoveries in connection therewith) to the extent not Related to the Business or the Business Assets, and all rights and remedies under all settlement agreements, releases and similar Contracts resolving claims (A) to the extent involving Employees, other than the Transferred Employees or the Business Employees, other than as prohibited by applicable Law or the terms of such settlement agreements, releases or similar Contracts or (B) to the extent not Related to the products or services Related to the Business; (xiii) all Excluded French Assets until and unless the relevant Consultation Finalizations have occurred and Trimble has effected a French Put Option Exercise, in accordance with Section 7.16(a); and (rxiv) all other assets assets, rights and properties of the Company that are not exclusively used or held for use in connection with the BusinessBusiness Assets.

Excluded Assets. Notwithstanding anything the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and Seller is not selling, transferring, assigning, conveying or delivering to the contrary contained in this AgreementBuyer, immediately prior to the Closingand Buyer is not purchasing, acquiring or accepting from Seller, the Company shall 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 (the “Excluded Assets”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) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) Seller's or any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 casinosits Affiliate's receivables, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino employee receivables; (b) any Proprietary Information owned by Seller or any Affiliate as of the Closing Date other than certain specified rights in the Licensed Intellectual Property as expressly provided under the Intellectual Property Agreement or the Supply Agreement; (c) any (i) confidential personnel records and medical records (other than medical records relating to occupational health and safety requirements and training records relating to the extent not reflected Business Employees), subject to Section 2.6(a) below, pertaining to any Business Employee; (ii) other books and records that Seller or any Affiliate is required by Law to retain or that Seller determines are necessary or advisable to retain; PROVIDED, HOWEVER, that Buyer shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; and (iii) any information management system of Seller or any Affiliate other than those used primarily in the Final conduct of the Business and contained within computer hardware included as a Purchased Asset pursuant to Section 2.1; (d) any claim, right or interest of Seller or any Affiliate in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due LUCENT TECHNOLOGIES/CELESTICA thereon or penalty rebate arising therefrom, for any periods prior to the Closing Net Working CapitalDate; (e) all refunds "Lucent Technologies" marked sales and marketing or rebates of Taxes to which Sellers are entitled under Section 12.9(g)packaging materials, samples, prototypes, other similar Lucent Technologies identified sales and marketing or packaging materials and any marketing studies; (f) all of the human resources Excluded Contracts and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Nonassignable Licenses; (g) the Excluded Personal Propertyany insurance policies or rights of proceeds thereof; (h) the Excluded SoftwareLeased Equipment; (i) all indebtedness, accounts payable, the property or other obligations owed to the Company by any Seller or any of their Affiliatesassets specifically identified on SCHEDULE 2.2(i); (j) without limitation any of Seller's or any Affiliate's rights, claims or causes of action against Third Parties relating to Buyer’s rights pursuant to Sections 1.1(k) the assets, properties, business or operations of Seller or any Affiliate arising out of transactions occurring prior to, and 1.1(t)including, the Customer Database;Closing Date; and (k) all dataother assets, files properties, interests and other materials located on rights of Seller or 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 Affiliate not related primarily to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and 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 or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the ClosingPurchased Assets shall not include and Purchaser shall not acquire any interest in or any rights under, in or relating to, the Company shall assign to Sellers following (or their designee) and Sellers (or their designee) shall obtain collectively, the right, title and interest in and to each and all of the following assets of the Company (the “"Excluded Assets”"): (a) the Excluded Contractsany cash, cash equivalents, short-term investments and bank accounts; (b) all items of Excluded Intellectual Property; (c) any rightsintercompany receivables reflecting indebtedness from Seller or any of its Affiliates, claims on the one hand, to any other Affiliate of Seller, on the other hand; (d) the capital stock, notes and credits (other securities of, and all other interests of Seller or its Affiliates in, any Person, including all guaranteesAffiliates of Seller, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets except as set forth in this Section 1.2, 1.1(f); (iie) any Excluded Liability insurance policies of Seller or its Affiliates and all rights of Seller or its Affiliates of every nature and description under or arising out of such insurance policies; (iiif) the operation any rights to Tax refunds, credits or similar benefits, together with any interest due thereon or penalty rebate arising therefrom, relating to or arising out of the Vuforia Business or the Purchased Assets and attributable to a Pre-Closing Tax Period; (g) any claims (including claims for infringement of any Transferred Intellectual Property rights that occurred prior to the Closing Date) and causes of action of Seller or its Affiliates against other Persons (regardless of whether such claims or causes of action have been asserted by Seller or its Affiliates) and any rights of indemnity, in the case warranty rights, rights of clause (iii)contribution, other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) rights to refunds, rights of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources reimbursement and other employee-related files and records, other than rights of recovery possessed by Seller or its Affiliates (regardless of whether such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Lawrights are currently exercisable); (g) the Excluded Personal Property; (h) all rights of Seller and its Affiliates under this Agreement and the Excluded Software;Ancillary Agreements; and (i) all indebtedness, accounts payable, or other obligations owed rights and assets that are not specifically referred to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 or held for use in connection with the Business1.1.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) Buyer expressly understands and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of the following agrees that any assets of Sellers which are not set forth in Section 2.1 above are excluded from the Company transactions contemplated hereunder (the “Excluded Assets”):). The Excluded Assets include, without limitation, the following: (a) cash, cash equivalents and accounts receivable as of the Excluded ContractsClosing Date; all prepayments, deferred assets, refunds, credits, overpayments or other receivables for Taxes attributable to any Pre-Closing Tax Period; (b) any rightsoriginals (but not copies thereof) of all market research, claims marketing plans, media plans, advertising, promotional and credits (including marketing books and records, customer lists, sales data, price lists, sales training materials and all guaranteesother pricing, indemnities, warranties advertising and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, promotional information in the case possession or control of clause (iii)Sellers and used in connection with the Business; provided, other than those however, that when Sellers in their sole discretion determine that such originals are specifically Purchased Assets under Section 1.1no longer required to be retained by Sellers pursuant to any Elan Companies Proceeding, Sellers shall transfer such originals to Buyer; (c) the Markers listed on Section 1.2(c) of the Company Disclosure LetterExcluded Know-How; (d) except for the Tray Ledger all books and the Markers (other than those Markers listed on Section 1.2(c) of 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 records solely to the extent not reflected in the Final Closing Net Working Capital; related to or constituting (ei) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and any other employee-employee related files and records, other than (ii) original (but not copies of) financial and accounting records; provided, however, that when Sellers in their sole discretion determine that such files and records relating exclusively originals are no longer required to be retained by Sellers pursuant to any Elan Companies Proceeding, Sellers shall transfer such originals to Buyer, (iii) any items set forth in Section 2.2(d) of the Transferred Employees (which files and records Sellers may retain an archival copy of, Seller Disclosure Schedule to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by that any transfer thereof would subject either Seller or any of their Affiliates; respective Affiliates to any liability and (jiv) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)any tax files, the Customer Database; (k) all datareturns, files and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the documents, instruments, papers, 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)collectively, the Total Rewards Program “Excluded Books and 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 9.15Records”); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (re) all other assets and properties of the Company not exclusively used or held for use in connection with the BusinessThe Elan Trademarks.

Excluded Assets. Notwithstanding anything Any provision hereof to the contrary contained in this Agreementnotwithstanding, immediately prior the following items which are related to the Closing, Assets are not intended by the Company shall assign parties to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all be a part of the following assets of sale and purchase hereunder and are excluded from the Company Assets (collectively, the “Excluded Assets”): (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to ): (i) any excluded assets set forth reflected on the Financial Statements (as hereinafter defined) in this Section 1.2, the entries entitled: “Cash and cash equivalents,” “Accounts Receivable(as of the Closing Date) and “Investments”; (ii) any Excluded Liability rights to settlements and retroactive adjustments, if any, for cost reporting periods ending on or (iii) the operation of the Business prior to the Closing DateDate arising from or against the United States government under the terms of the Medicare program and against the State of Ohio under the Medicaid program and against Blue Cross and Blue Shield and other third-party payor programs; (iii) all equipment, inventory and prepaid expenses disposed of or exhausted prior to Closing in the case ordinary course of clause business; (iiiiv) the Excluded Contracts (as hereinafter defined); (v) all suits, claims, judgments, and choses in action by and in favor of Seller; (vii) all refunds, rebates or other payments from the Bureau of Workers’ Compensation attributable to periods prior to Closing; (viii) all prepaid expenses, taxes, or other refunds and other claims or choses in action of the Seller, other than those that are specifically Purchased Assets under identified in Section 1.1; 1.1(ii) above; (cix) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (any other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)refunds due from any person or entity, and except for the Front Money which shall be treated as including governmental entities not 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 Sellersherein, the Company or Sellers’ Affiliates held at the Casino as of the Closing right to the extent not reflected in the Final Closing Net Working Capital; which arose prior to Closing; (ex) all refunds or rebates prepaid life insurance insuring the life of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 P▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇’▇ Branded Paraphernalia, and the policies evidencing such insurance; and (rxi) all prepayments of other assets and properties insurance on the Assets pro-rated to the date of the Company Closing; (xii) any records, including Seller’s corporate minute books and any other records which Seller, by law, is required to retain in its possession, provided, however, that reasonable access will be granted to the Buyer; (xiii) all personal items belonging to residents in the Nursing Home; and (xiv) such other assets, if any, as are set forth on Schedule 1.2 hereto, including all of the tangible personal property, including, but not exclusively used or held for use in connection with limited to, equipment and fixtures, located at, and the Businessleasehold interest for, Seller’s headquarters at 6▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementherein, immediately prior to the Closing, the Company shall 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 and properties of, or in the Company possession of, Sellers (collectively, the “Excluded Assets”): (a) shall be retained by Sellers and shall be excluded from the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business Transferred Assets prior to the Closing Date, in notwithstanding any other provision of this Agreement: (i) the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Cash Consideration; (cii) all cash and cash equivalents in the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (Transferred Bank Accounts other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g1.1(a)(xii); (fiii) any Permits that are not transferable pursuant to their terms and in accordance with applicable Laws; (iv) all Contracts and Leases that are not Assumed Contracts and Leases including, without limitation, the Contracts and Leases set forth on Section 1.1(b)(iv) of the human resources Disclosure Schedule (the “Excluded Contracts and Leases”), which Section 1.1(b)(iv) of the Disclosure Schedule may be updated by Buyer, in its sole discretion, on or before the day on which the Sale Hearing takes place; (v) all claims under Chapter 5 of the Bankruptcy Code, including, without limitation, Avoidance Claims, other than the Transferred Chapter 5 Claims; (vi) any of the following books and records: corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers, all employee-related or employee benefit-related files and records, or records (other than such personnel files of the Transferred Employees) and any other books and records relating exclusively that Sellers are prohibited from disclosing or transferring to the Transferred Employees (which files and records Sellers may retain an archival copy of, Buyer under applicable Law or are required by applicable Law to the extent permitted by Law)retain; (gvii) the Excluded Personal Propertyexcept as set forth in Section 1.1(a)(xi), all insurance policies of Sellers and all rights to applicable claims and proceeds thereunder; (hviii) the Excluded Softwareall Tax assets (including any tax attributes, duty and Tax refunds and prepayments) of Sellers or any Affiliates of Sellers; (iix) equity securities or other ownership interests of any of the Sellers; (x) any adequate assurance deposit under Section 366 of the Bankruptcy Code; (xi) all indebtedness, accounts payable, interests of Sellers under the Transaction Documents; (xii) all Employee Plans; (xiii) (A) all records and reports prepared or other obligations owed to the Company received by any Seller Sellers or any of their Affiliates;Affiliates in connection with the transactions contemplated by this Agreement, including all analyses relating to the transactions contemplated by this Agreement or Buyer so prepared and received, (B) all bids and expressions of interest received from third parties with respect thereto, with respect to or related to the transactions contemplated thereby and (C) all privileged communications between Sellers and any of their advisors or representatives; and (jxiv) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 any other player loyalty or rewards program of Sellers or their Affiliates assets, properties and all customer related data; (m) any assets rights set forth on Section 1.2(m1.1(b)(xiv) 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 or held for use in connection with the BusinessSchedule.

Excluded Assets. Notwithstanding anything contained herein to the contrary contained in this Agreementcontrary, immediately prior Purchaser is not purchasing, and neither Seller nor Seller Owner is selling, assigning, transferring, or conveying any assets, other than the Acquired Assets (collectively referred to the Closing, the Company shall 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 (as the “Excluded Assets”):), including, without limitation: (a) all taxpayer and other identification numbers and minute books, stock transfer books and other documents relating to the Excluded Contractsorganization, maintenance, and existence of any Seller; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Real Property Lease; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Lettercivic or charitable sponsorship Contracts; (d) except for the Tray Ledger each Seller’s rights under this Agreement and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall agreements to be purchased executed by each Seller and Seller Owner 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 extent not reflected in the Final Closing Net Working Capitalconnection herewith; (e) the bank account of any Seller set forth on Schedule 1.2(e) and all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)Cash contained therein; (f) all of the human resources and other employee-related files and records, securities owned by Cellvera (other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by LawCellvera Ltd’s interest in GRA); (g) the Excluded Personal Propertyall employee-related or employee benefit-related files or records; (h) the Excluded Softwareall of Cellvera’s benefit plans, and all insurance Contracts, policies and/or administrative service arrangements related thereto; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their AffiliatesCellvera’s insurance policies; (j) without limitation any tax credits or refunds or claims for refunds of credits of Taxes or other amounts paid to Buyer’s rights pursuant Taxing Authorities in connection with the Business or the Acquired Assets and relating to Sections 1.1(k) any Pre-Closing Tax Periods and 1.1(t), pre-Closing portion of the Customer DatabaseStraddle Period; (k) all data, files and other materials located on Tax Returns of 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)Seller or Seller Owner; (l) without limitation all rights and claims to Buyer’s rights pursuant the extent related to Sections 1.1(k) and 1.1(t), any of the Total Rewards Program and foregoing or any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data;Retained Liability; and (m) any assets set forth on Section 1.2(m) all Contracts of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (Cellvera except as provided specifically included 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 or held for use in connection with the Business1.1.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary contained in this Agreement, immediately prior to the Closingcontrary, the Company shall assign to Sellers (or their designee) Assets do not include and Sellers (or their designee) shall obtain Purchaser agrees and acknowledges that Seller has reserved and retained from the rightAssets and hereby reserves and retains unto itself any and all rights, title titles and interest interests in and to each and all of the following assets of the Company (the “Excluded Assets”): (a) fee, leasehold, mineral fee, royalty, overriding royalty, and other interests to the Excluded Contracts; extent pertaining to the any area not within the boundaries of the Leases as of the Effective Time and not expressly included under Section 1.2(a) or (b) any rightsabove; (b) seismic, claims geologic and credits (including all guaranteesgeophysical records, indemnitiesinformation, warranties and similar rights) in favor of the Company interpretations relating to the extent relating to (iAssets not included in Section 1.2(b)(5) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; above; (c) any and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the Markers listed on Section 1.2(c) purchase, sale or exchange to a third party by Seller of the Company Disclosure Letter; Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and information or documents covered by a legal privilege; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) originals or copies of 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 extent not reflected in the Final Closing Net Working Capital; Records retained by Seller; (e) all refunds or rebates claims, rights and causes of Taxes action of Seller against third parties, asserted and unasserted, known and unknown relating to which Sellers are entitled under Section 12.9(g); the period prior to the Effective Time relating to the Assets; (f) all of the human resources trucks, communication equipment, computers and other employee-related files switching equipment and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); software; (g) all pipelines which are not used solely for production from the Excluded Personal Property; Lands; (h) all oil in storage at the Excluded Software; Effective Time or produced prior to the Effective Time; and (i) all indebtednessitems or interests excluded or removed elsewhere in or pursuant to this Agreement;(j) any refund of taxes, accounts payable, costs or other obligations owed expenses borne by Seller or Seller’s predecessors in title attributable to the Company by any Seller or any period of their Affiliates; (j) without limitation time prior to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; Effective Time; (k) any and all dataproceeds receivable from the settlement or final adjudication of contract disputes with lessors, files and other materials located on any storage device co-owners or operators of the Assets or with purchasers, gatherers processors or transporters of hydrocarbons from or attributable to the Assets, including without limitation, settlement of royalty, take-or-pay, pricing or volume adjustments disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Time (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)collectively, the Total Rewards Program and 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"Excluded Assets"); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement--------------- herein, immediately prior to it is expressly understood and agreed that the Closing, Station Assets shall not include the Company shall assign to Sellers (following assets or their designee) and Sellers (or their designee) shall obtain the any right, title or interest therein (the "Excluded Assets"): 1.2.1 All cash, marketable securities, and interest in and to each and all cash equivalents of the following assets of the Company (the “Excluded Assets”): (a) the Excluded ContractsSellers on hand and/or in banks; (b) 1.2.2 All accounts receivable or notes receivable of Sellers. 1.2.3 All tangible and intangible personal property of any rightsSeller disposed of or consumed in the ordinary course of business of Sellers between the date hereof and the Closing Date, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability as permitted hereunder; 1.2.4 All Contracts that have terminated or (iii) the operation of the Business expired on or prior to the Closing Date, Date in the case ordinary course of clause (iii), other than those that are specifically Purchased Assets under Section 1.1business of Sellers; (c) 1.2.5 Each Seller's corporate seals, minute books, charter, limited liability company, and/or partnership documents, corporate stock record books and such other books and records as pertain to the Markers listed on Section 1.2(c) organization, existence, share capitalization or partnership interests of the Company Disclosure Letterthat Seller, and duplicate copies of such financial records as are necessary to enable each Seller to file its tax returns and reports as well as any other records or materials relating to any Seller generally; 1.2.6 Contracts of insurance and all insurance proceeds or claims made by any Seller arising or related to the Station Assets prior to Closing (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in made after the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes date hereof with respect to which Sellers are entitled under Section 12.9(gStation Assets); 1.2.7 The Employee Benefit Plans (fas defined hereinafter) all of and the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)assets thereof; (g) 1.2.8 Any right to use the names "Lake Broadcasting" and "Red River Radio" or any variation thereof; 1.2.9 All contracts entered into before this Agreement and not listed in Schedule 1.1.3; 1.2.10 Those specific assets identified on the Excluded Personal PropertyAssets Schedule attached to this Agreement as Schedule 1.2.10; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the books and records 1.2.11 Except as described in Section 1.1(j) hereof); (l) without limitation 1.1.10, all of any Seller's rights in and to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program all causes 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 Paraphernaliaaction; and (r) all other assets and properties 1.2.12 All tax refunds relating to the operatons of the Company not exclusively used or held for use in connection with Stations by any of the BusinessSellers.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior Seller will retain and not sell, transfer, convey, assign or deliver to the ClosingBuyer and Buyer will not purchase, the Company shall assign acquire or accept from Seller pursuant to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of this Agreement the following assets of the Company (the “Excluded Assets”): (a) the Excluded Contractsall minute books, organizational documents, shareholder and member ledgers and such other books and records of Seller as pertain to ownership, organization or existence of Seller; (b) any rights, claims business records and credits (including all guarantees, indemnities, warranties files that Seller is required by Law to retain; provided that Buyer will have the right to make copies of any portions of such retained records and similar rights) in favor of the Company files that relate to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1or the Business; (c) all rights, claims or causes of action of Seller arising under this Agreement or the Markers listed on Section 1.2(c) of Ancillary Agreements, or relating to the Company Disclosure LetterExcluded Assets or the Retained Liabilities; (d) except for all documents primarily relating to proposals to acquire the Tray Ledger and the Markers (Business by Persons other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working CapitalBuyer; (e) all refunds Tax refunds, Tax credits, pre-paid Taxes or rebates estimated Taxes, or any similar Tax benefits of Taxes to which Sellers are entitled under Section 12.9(g)Seller; (f) all Contracts of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (Seller which files and records Sellers may retain an archival copy of, to the extent permitted by Law)are not Assumed Contracts; (g) the Excluded Personal Propertyall cash and cash equivalents of Seller; (h) all confidential personnel records pertaining to any Employee; provided that Buyer will have the Excluded Softwareright to make copies of any portions of such records pertaining to those Employees who are employed by Buyer or any Affiliate of Buyer after the Closing; (i) all indebtedness, accounts payable, any assets held in relation to any employee benefit or other obligations owed to the Company by any Seller welfare plan or any of their AffiliatesContract or policy relating to any such plan; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Databaseall refunds of pre-paid insurance premiums; (k) all dataabandoned or unclaimed property reportable under any state or local unclaimed property, files and other materials located on any storage device (including personal computers and servers) located at escheat or similar Law where the Real Property (other than dormancy period elapsed prior to the books and records described in Section 1.1(j) hereof)Closing Date; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any equity interest in any Subsidiary or 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 Person, including ▇▇▇▇▇▇ Tool & Engineering, Inc. (“▇’▇▇▇▇▇ Branded ParaphernaliaTool”); and (rm) all other the assets and properties of the Company not exclusively used or held for use in connection with the Businessset forth on Schedule 2.2(m).

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the ClosingThe following assets and properties of WTGS TV, the Company shall assign to Sellers Seller and their respective Affiliates (whether or their designeenot included in the Option Assets) 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 (the “Excluded Assets”):) shall not be acquired by Buyer and are excluded from the Station Assets: (a) the Excluded Contracts; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources Cash and other employee-related files and recordsCash Equivalents of WTGS TV, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy ofLIN Companies, to the extent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any 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 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 Ancillary Agreements or the transactions contemplated hereby and thereby; (j) without limitation any Station Asset sold or otherwise disposed of prior to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer DatabaseClosing as permitted hereunder; (k) all dataContracts that are not Assumed Contracts including, files and other materials located but not limited to, Contracts identified on any storage device Schedule 2.02(k) (including personal computers and servers) located at collectively, the Real Property (other than the books and records described in Section 1.1(j) hereof“Excluded Contracts); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) other than as specifically set forth in Article VIII, any Employee Plan and 1.1(t)any assets of any Employee Plan sponsored by WTGS TV the Seller, the Total Rewards Program and LIN Companies or any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataAffiliates; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letterall Tax records, other than real and personal property and sales and use Tax records; (n) the Company Benefit Plansthose assets which are listed on Schedule 2.02(n); (o) all of WTGS TV’s or the Company Insurance Policies Seller’s, as applicable, rights, title and interest in and to (except as provided in Section 9.15); i) WTGS TV’s or the Seller’s name, service names and trade names (p) including, without limitation, the System Marks; (q) the names “V▇▇▇▇▇▇’▇ Branded Paraphernalia”, “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 marks confusingly similar to, any of the foregoing; and (p) all real and personal, tangible and intangible assets of WTGS TV, the Seller, the LIN Companies and their Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of WTGS TV and its Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets and properties of WTGS TV, the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of the Company not exclusively Station, including any assets of the Seller used or held for use in connection with the Businessoperations of WJCL Savannah, Georgia.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingherein, the Company Station Assets shall assign to Sellers (not include the following assets or their designee) and Sellers (or their designee) shall obtain the rightany rights, title and interest in and to each and all of the following assets of the Company therein (the “"Excluded Assets”"): (a) the Excluded Contractsall cash and cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or investments; (b) any rights, claims all tangible and credits (including all guarantees, indemnities, warranties intangible personal property of Seller retired or disposed of between the date of this Agreement and similar rights) Closing in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1accordance with Article 4; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letterall Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) except for Seller's corporate and trade names not used primarily in the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) operation of the Company Disclosure Letter) Station (all including the name "Emmis"), charter documents, and books and records relating to the organization, existence or ownership of which are part Seller, duplicate copies of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)records of the Station, and except for all records not relating to 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 operation of the Closing to the extent not reflected in the Final Closing Net Working CapitalStation; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds or rebates of Taxes due with respect to which Sellers are entitled under Section 12.9(g)insurance premium payments to the extent related to such insurance policies; (f) all of pension, profit sharing plans and trusts and the human resources assets thereof and any other employee-related files employee benefit plan or arrangement and recordsthe assets thereof, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy ofif any, to the extent permitted maintained by Law)Seller; (g) the Excluded Personal PropertyStation's accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Station's network affiliation agreements, whether or not offset) for goods or services sold or provided prior to the Effective Time (defined below) or otherwise attributable to any period prior to the Effective Time (the "A/R"); (h) any non-transferable shrinkwrapped computer software and any other non-transferable computer licenses that are not material to the Excluded Softwareoperation of the Station; (i) all indebtednessclaims, accounts payablecauses of action, rights of recovery and rights of set-off of Seller, whether mature, contingent or other obligations owed otherwise, against third parties with respect to the Company by Station and the Station Assets, to the extent attributable to any Seller or any of their Affiliatesperiod prior to the Effective Time; (j) without limitation to Buyer’s all deposits and prepaid expenses (and rights pursuant to Sections 1.1(k) and 1.1(tarising therefrom or related thereto), except to the Customer Databaseextent Seller receives a credit therefor under Section 1.6; (k) all data, files and other materials located on claims of Seller with respect to 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)tax refunds; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) computers and 1.1(t)other assets located at the Emmis Communications Corporation headquarters, and the Total Rewards Program centralized server facility, data links, payroll system and any other player loyalty or rewards program operating systems and related assets that are primarily used in the operation of Sellers or their Affiliates and all customer related datamultiple stations; (m) any assets set forth on Section 1.2(m) of the Company Disclosure LetterStation's owned studio site located at 31 Skyline Drive, Lake Mary, Florida (the "Studio Site"); (n▇) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇arily used or held for use in the Company Benefit Plansoperation of "The Daily Buzz" and Seller's ownership interest in The Daily Buzz, LLC; (o) the Company Insurance Policies (except as provided assets described in Section 9.151.3(c); (p) the System Marksassets listed on SCHEDULE 1.2, and the slogan "Great Media, Great People, Great Service;" and (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection Tolling Agreement with the BusinessFCC referenced on SCHEDULE 1.1(a).

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall 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 The following assets of the Company SFS Business are expressly excluded from the Purchased Assets being acquired by the Buyer hereunder (collectively, the “"Excluded Assets”"): (a) The corporate minute books and stock records of the Excluded ContractsSeller; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor Any rights which the Seller may have to enforce the obligations of the Company Buyer pursuant to this Agreement and the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1documents and agreements contemplated hereby; (c) The books of account and other records which are required by law to be kept in the Markers listed on Section 1.2(c) Seller's possession including, but not limited to, Tax Returns (as hereinafter defined), except that Buyer shall be given access to such books and records as reasonably necessary or desirable for the conduct by the Buyer of the Company Disclosure LetterSFS Business and to prepare and make any filings, reports, returns or other items with any Governmental Authority (as hereinafter defined) from and after the Closing; (d) except for the Tray Ledger All oral or written contracts, agreements and the Markers (arrangements, other than those Markers listed on Section 1.2(c) the Assigned Contracts, of the Company Disclosure Letter) (Seller or the SFS Business, including, without limitation, all of which are part agreements or arrangements, whether oral or written, relating to the present or former employees, agents, consultants, representatives or other personnel employed or engaged for or on behalf 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 extent not reflected in the Final Closing Net Working CapitalSFS Business; (e) all refunds All land, buildings, leases, licenses or rebates any other ownership or other interest in real estate used, owned, held for use or otherwise leased or subleased in the conduct of Taxes to which Sellers are entitled under Section 12.9(g)the SFS Business or for or on behalf of the SFS Business; (f) All refunds of Taxes (as hereinafter defined) for all of the human resources and other employee-related files and records, other than such files and records relating exclusively periods ending on or prior to the Transferred Employees Closing Date (which files and records Sellers may retain an archival copy of, to the extent permitted by Lawas hereinafter defined); (g) All accounts receivable relating to transactions taking place on or before the Excluded Personal Property;Closing Date; and (h) the Excluded Software; (i) all indebtedness, Corporate records relating to accounts payable, or other obligations owed payroll, banking, accounts receivable, and employees of the SFS Business, in each case for all periods prior to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files 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 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 or held for use in connection with the BusinessClosing Date.

Excluded Assets. Notwithstanding anything to the contrary else contained in this Agreementherein, immediately prior to the Closing, the Company shall 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 are excluded from the Company Assets being acquired by or transferred to Buyer at the Closing (collectively, the “"Excluded Assets”"): (a) the Excluded Contractscash and cash equivalents (including marketable securities and short-term investments); (b) any all Sellers' rights, claims assets, and credits (including all guarantees, indemnities, warranties and similar rights) in favor properties of the Company any nature whatsoever used to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability operate or (iii) otherwise associated primarily with the operation of the Business prior to the Closing DateRivendell of Nebraska, in the case of clause (iii)whether real, other than those that are specifically Purchased Assets under Section 1.1personal, or mixed, tangible or intangible; (c) the Markers listed all Books and Records described on Section 1.2(c) of the Company Disclosure LetterSchedule 2.2(c); (d) except for the Tray Ledger Lease Documents, Contracts, Licenses, and the Markers (other than those Markers Intellectual Property which are listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereofSchedule 2.2(d), 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 extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates shares of Taxes to which Sellers are entitled under Section 12.9(g)capital stock of the Vendell Subsidiaries and any shares of the capital stock of Vendell held in its treasury; (f) all prepaid taxes and claims for refunds of the human resources and other employee-related files and records, other than such files and records Taxes relating exclusively to periods ended on or prior to the Transferred Employees Closing Date and refunds of overpayments (which files and records Sellers may retain an archival copy of, including refunds based on cost report adjustments or settlements) to Government Authorities relating to periods ended on or prior to the extent permitted by Law)Closing Date; (g) the Excluded Personal Propertyall rights and funds in connection with Seller's Benefit Plans; (h) all claims, counterclaims, and set-offs against third parties relating to any Liabilities of Seller that are not Assumed Liabilities and any rights of Seller under Sections 329, 510, 544, 545, 546, 547, 548, 549 and 550 of the Excluded Software;Bankruptcy Code; and (i) all indebtedness, accounts payable, or other obligations owed insurance policies and proceeds therefrom to the Company extent not covered by any Seller or any of their AffiliatesSection 2.1(l); (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all Medicare, Medicaid, CHAMPUS, FEHBA and 1.1(t), the Customer Database;RRRB provider agreements and provider numbers; and (k) all data, files 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 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 or held for use in connection with the BusinessSeller arising under this Agreement.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) The Parties expressly understand and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of agree that the following assets and properties of Seller and the Company Retained Subsidiaries (the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) all assets of every kind and nature used primarily in the Excluded ContractsRetained Businesses; (b) all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents (other than Cash and Cash Equivalents of the Business) of the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any such bank account; (c) all inventories to the extent used or held for use primarily in the Retained Businesses; (d) all rights, privileges and claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of under the Company Shared Contracts to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability Retained Business or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working Capitalthat there is a corresponding Replacement Contract; (e) all refunds insurance policies and all rights, claims, credits or rebates causes of Taxes action thereunder or in connection therewith except to which Sellers are entitled under the extent constituting a Purchased Asset pursuant to Section 12.9(g)2.02(m) or as set forth in Section 5.12; (f) other than Intellectual Property Rights, all of the human resources corporate records and other employee-related files and documents, books, records, customer lists, and databases other than such the Business Records, all employee records and files and records not relating exclusively to the Transferred Employees (or not otherwise constituting Business Records or the transfer of which files and records Sellers may retain an archival copy of, to the extent permitted is prohibited by applicable Law); (g) all Equipment and other tangible property of any kind owned or leased by Seller or its Subsidiaries and not located at the Excluded Personal PropertyBusiness Real Property or in transit thereto; (h) all assets relating to corporate shared services of Seller or otherwise used to perform the Excluded Softwareservices to be provided pursuant to the Transition Services Agreement, except to the extent any such asset constitutes a Purchased Asset; (i) all indebtedness, accounts payable, or Intellectual Property Rights other obligations owed to than the Company by any Seller or any of their AffiliatesBusiness Intellectual Property; (j) without limitation all of the Employee Plans and assets relating to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)the Employee Plans, the Customer Databaseexcept as expressly set forth in ARTICLE VII; (k) all dataprepaid assets to the extent not relating to the Business and, files for so long as an asset that would otherwise constitute a Purchased Asset is a Non-Assignable Asset, all prepaid assets related to such Non-Assignable Asset (provided that, at such time (if any) as such asset becomes a Purchased Asset, the prepaid assets related thereto shall, from 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) hereofafter such time, be Purchased Assets); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(kall real property or interest therein (including real property owned, leased, subleased, ground leased or otherwise licensed) other than the Business Real Property, including the real property known as Spring Creek Farm, located in Richardson, Texas, and 1.1(t)the real property utilized by Seller as a transportation center in Springfield, the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related dataOhio; (m) all rights of Seller or any assets set forth on Section 1.2(m) of the Company Disclosure LetterRetained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (n) all owned or leased motor vehicles used primarily in the Company Benefit Plansoperation of the Retained Businesses and any related lease agreements; (o) all proceeds received from the Company Insurance Policies sale or other disposition of any assets (except as provided including any Permitted Non-Operating Restaurant Sales) sold or otherwise disposed of in Section 9.15compliance with the terms of this Agreement during the period from the date hereof until the Closing Date (or, with respect to any Permitted Non-Operating Restaurant Sales, the day immediately prior to the Closing Date); (p) all Property Tax refunds with respect to the System MarksPurchased Assets for any Pre-Closing Tax Period (except to the extent such Property Tax refunds are attributable to Property Taxes that are Assumed Liabilities) and all other Tax refunds of Seller or the Retained Subsidiaries with respect to Taxes for any Pre-Closing Tax Period (other than any such refunds of Taxes that are Assumed Liabilities); (q) (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (r) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties to the extent relating to or arising from the Retained Businesses, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (s) all rights and interest in the promissory note issued by ▇▇▇▇▇▇’▇ Branded Paraphernalia; andAmerica, Inc.; (rt) all other assets Equipment located at Seller’s corporate headquarters and properties of the Company not exclusively used or held for use primarily in connection with the Businessconduct of the Retained Businesses; (u) the Seller Memorabilia; and (v) those assets listed on Schedule 2.03(v).

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closingforegoing, the Company Purchased Assets shall 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 not include the following assets of the Company (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Excluded ContractsSeller Parties, LIN or any of their respective Affiliates, other than p▇▇▇▇ cash held at the Station; (b) All bank and other depository accounts of the Seller Parties, LIN or any of their respective Affiliates; (c) Except as set forth in Section 2.1(m), all claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor or causes of action of the Company Seller Parties, LIN or any of their respective Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent relating that any such claims are accounts receivable or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties, LIN and their respective Affiliates shall retain all amounts payable to (i) any excluded assets set forth in this Section 1.2the Seller Parties, (ii) any Excluded Liability LIN and their respective Affiliates, if any, from the United States Copyright Office or (iii) such arbitration panels as may be appointed by the operation of United States Copyright Office that relate to the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 have not been paid as of the Closing to the extent not reflected in the Final Closing Net Working CapitalClosing); (e) all refunds All bonds held, contracts or rebates policies of Taxes insurance and prepaid insurance with respect to which Sellers are entitled under Section 12.9(g)such contracts or policies; (f) all of the human resources The Seller Parties’, LIN’s or their respective Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax returns and related documents and supporting work papers and any other employee-related files records and recordsreturns relating to Taxes, assessments and similar governmental levies (other than such files real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Business; (g) All records prepared in connection with or relating to the Excluded Personal Propertysale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The contracts or agreements of the Excluded SoftwareSeller Parties, LIN or their respective Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract” and any contracts or agreements between or among any one or more Seller Parties or LIN and any one or more of their respective Affiliates relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their AffiliatesThe items designated in Schedule 2.2(i) as “Excluded Assets”; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) The Retained Names and 1.1(t), the Customer DatabaseMarks; (k) all dataAll Intellectual Property of the Seller Parties, files and other materials located on LIN or any storage device (including personal computers and servers) located at the Real Property of their respective Affiliates (other than the books and records described in Section 1.1(j) hereofPurchased Intellectual Property); (l) without limitation All records and documents relating to Buyer’s rights pursuant Excluded Assets or to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any liabilities other player loyalty or rewards program of Sellers or their Affiliates and all customer related datathan Assumed Liabilities; (m) Other than as set forth in Section 6.2, all of the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any assets set forth on Section 1.2(m) of the Company Disclosure Letterany such agreement, plan or arrangement; (n) Any intercompany receivables of the Company Benefit Plans;Business from the Seller Parties, LIN or any of their respective Affiliates; and (o) Any rights of or payment due to the Company Insurance Policies (except as provided in Section 9.15); (p) Seller Parties, LIN or their respective Affiliates, under or pursuant to this Agreement or the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection agreements with the BusinessBuyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding anything The Purchased Assets shall not include any assets other than those specifically described in Section 1 above, and, without limiting the generality of the foregoing, Seller (or, as applicable, other members of the BP Group) shall retain and not sell, convey, transfer or deliver to the contrary contained in this AgreementBuyer, immediately prior to the Closingand Buyer shall not purchase or have any rights in, the Company shall assign to Sellers following assets, each of which is specifically excluded from the Purchased Assets being sold hereunder (or their designee) and Sellers (or their designee) shall obtain collectively, the right, title and interest in and to each and all of the following assets of the Company (the “"Excluded Assets”"): (a) the Excluded Contractscash and cash equivalents (including marketable securities and short-term investments); (b) any rightsaccounts and notes receivable as of 12:01 a.m., claims and credits (including all guaranteesCentral Time, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to on the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) assets owned by other members of the Company Disclosure LetterBP Group, not used exclusively by Seller in the operation of the Pipeline Interest or not located at the Purchased Assets, including employee and other records (including employee, personnel and medical records) necessary to administer salaried payrolls and benefits and welfare plans retained by Seller or other members of the BP Group and to file tax returns, assets related to certain support services provided by the BP Group to the Pipeline Interest as described on Schedule 2(c) attached hereto and certain other specified assets not located at the Purchased Assets as described on Schedule 2(c) attached hereto, including assets owned by or located at the pipeline control center in Tulsa, Oklahoma; (d) except for the Tray Ledger tax refunds arising out of all taxes, charges, fees, imposts, duties, levies, withholdings or other assessments imposed by any governmental entity, including environmental taxes, excise taxes, customs, duties, utility, property, income, sales, use, value added, transfer and the Markers fuel taxes, and any interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such assessment, including all applicable income, sales, use, excise, business, occupation or other tax, if any, relating in any way to this Agreement or any other service, supply or operating agreement (other than those Markers listed on Section 1.2(ccollectively, "Taxes") of the Company Disclosure Letter) (all of which are part of relating to the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof)accruing to or for any period, and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereofor portion thereof, all chips ending prior to 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 on the Closing to the extent not reflected in the Final Closing Net Working CapitalDate; (e) all refunds forecasts, financial information or rebates financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of Taxes the Pipeline Interest as it is currently operated by Seller (as determined by Seller in its reasonable discretion)) prepared by or used by Seller or another member of the BP Group to which Sellers are entitled under Section 12.9(g)the extent not relating exclusively to the Pipeline Interest and all copies of and subscriptions to third-party reports; (f) except as otherwise expressly provided in the Technology Agreement, all of the human resources proprietary BP Group computer systems and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)software; (g) defenses and claims that Seller could assert against third parties other than claims which Seller could assert on account of matters or acts as to which Buyer has agreed to assume liability or as to matters to the Excluded Personal Propertyextent Buyer is entitled to be indemnified by Seller pursuant to this Agreement; (h) any assets, property improvements, appurtenances, fixtures, equipment or goods located at the Excluded SoftwarePurchased Assets which are not owned by Seller, including spare parts on consignment, certain chemicals on consignment, leased and rented mobile equipment, leased office equipment, copiers, telephones and other leased items; (i) all indebtedness, accounts payable, or other obligations owed to the Company extent not otherwise excluded, proprietary information, intellectual property (including patents, inventions and trade secrets, in each case, whether patentable or not, and copyrights) and technology of Seller and other members of the BP Group not used exclusively in the operation of the Pipeline Interest as it is currently operated by any Seller or any of their Affiliatesnot otherwise assignable by Seller; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all service marks, trademarks, trade names, trade dress or other indicia of origin of Seller and 1.1(t)other members of the BP Group and variants thereof, including the following: the words "Amoco" and "Standard," any items that include the words "Amoco" or "Standard," the BP Group torch and oval design, the Customer Databaseletters "BP," any items that include the word "BP," the phrase "BP Oil," the BP Group shield or the BP Group Helios logo and/or variants thereof; (k) all databooks, 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 other materials located on analyses relating in any storage device (including personal computers way to the Purchased Assets, the Assumed Liabilities and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof)Pipeline Interest; (l) without limitation to Buyer’s all rights of Seller and other members of the BP Group under or pursuant to Sections 1.1(k) this Agreement and 1.1(t), the Total Rewards Program other agreements and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related datatransactions contemplated hereby; (m) any assets set forth on Section 1.2(m) assets, properties and rights of Seller and/or other members of the Company Disclosure LetterBP Group not used exclusively in the operation of the Pipeline Interest as it is currently operated by Seller; (n) employment records, including personnel records and medical records, relating to employees of the Company Benefit PlansPipeline Interest and, subject to Section 11, all rights of Seller and other members of the BP Group and any assets under employee benefit plans or trusts; (o) the Company Insurance Policies (except as provided in Section 9.15)assets, property and property improvements, appurtenances, fixtures, equipment, goods and rights listed on Schedule 2(o) attached hereto; (p) the System Marksrights and obligations of Seller and other members of the BP Group under any agreements, contracts, leases, licenses and similar instruments that do not relate exclusively to the Pipeline Interest or are not assignable by Seller, including those set forth on Schedule 2(p) attached hereto; (q) any rights under or amounts payable from present or former insurance policies applicable to the ▇▇▇▇▇▇’▇ Branded ParaphernaliaPipeline Interest; and (r) all other assets arrangements, contracts, agreements, understandings or commitments, whether written or oral, by and properties among the Pipeline Interest and members of the Company BP Group, other than those listed on Schedule 2(r) (it being understood that all such arrangements, contracts, agreements, understandings or commitments (other than agreements for transportation on the Pipelines) will be terminated on or prior to Closing). To the extent that any Excluded Assets remain located at the Pipelines or any other owned or leased real property constituting part of the Purchased Assets after the Closing Date, Buyer shall grant to Seller and other members of the BP Group and their respective representatives reasonable access to such property from and after the Closing Date for a reasonable period of time not exclusively used or held to exceed 180 days in order to permit Seller and such persons to review and remove such Excluded Assets and make any other appropriate arrangements with respect thereto. Seller agrees that it will consult with Buyer in advance of taking any such actions following the Closing Date with a view towards establishing a mutually agreeable plan for use in connection such review and removal so that these actions will not unreasonably interfere with the Businessnormal operation of the Pipeline Interest.

Excluded Assets. Notwithstanding anything to From and after the contrary contained in this Agreement, immediately prior to the ClosingClosing Date, the Company Vendor Group shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the retain all right, title and interest in and to, and there shall be excluded from the purchase and sale, conveyance, assignment, or transfer to each the Purchaser Group hereunder, and all of the Assets shall exclude the following assets of the Company (collectively, the “Excluded Assets”): (a) subject to Section 4.3(b), all refundable Taxes (or amounts credited against current cash Taxes otherwise due and payable in lieu of a refund) and interest thereon refundable to the Excluded ContractsVendor Group or the Subsidiaries on account of the Purchased Business in respect of any Pre-Closing Tax Period (“Vendor Refundable Taxes”); (b) any rightsthe corporate seals, claims and credits (including all guaranteesorganizational documents, indemnities, warranties and similar rights) in favor minute books or other records relating to the organization as a legal entity of the Company to the extent relating to (i) Vendor Group or any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other Person other than those that are specifically Purchased Assets under Section 1.1the Subsidiaries; (c) all outstanding equity interests in the Markers listed on Section 1.2(c) Vendor Group, other than the equity interests of the Company Disclosure LetterSubsidiaries; (d) except for all financial statements, Tax returns and other Tax records and related information of the Tray Ledger and the Markers (Vendor or any other Person other than those Markers listed on Section 1.2(c) of 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 extent not reflected in the Final Closing Net Working CapitalSubsidiaries; (e) all refunds or rebates any fixed assets other than those set forth on Section 2.1(b) of Taxes to which Sellers are entitled under Section 12.9(g)the Disclosure Letter; (f) all rights of the human resources and other employee-related files and records, Vendor Group in respect of any employment or contractor agreement other than such files and records relating exclusively to the employment agreements made with Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Personnel; (g) other than as may be agreed in writing by the Excluded Personal Propertyparties pursuant to the Transition Services Agreement, all employee benefit plans and assets attributable thereto; (h) all Benefit Plans maintained by the Excluded SoftwareVendor Group and all rights thereunder; (i) all indebtedness, accounts payable, or other obligations owed to insurance policies owned and maintained by the Company by any Seller or any of their AffiliatesVendor Group and all rights thereunder; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer DatabaseRetained Business; (k) the Retained Software and all data, files 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)Retained Intellectual Property; (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t)all contracts of the Vendor Group that are not Contracts, including the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data;Specified Contracts; and (m) any assets set forth on Section 1.2(m) all claims of the Company Disclosure Letter; (n) Vendor Group against third parties related to the Company Benefit Plans; (o) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the above assets, whether ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Businessinchoate, known, or unknown, contingent or non-contingent.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreementherein, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) Buyer expressly understands and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of agrees that the following assets and properties of the Company Seller (the “Excluded Assets”):) shall be retained by Seller and its Affiliates (other than the Purchased Company and its Subsidiaries), and shall be excluded from the Purchased Assets, notwithstanding any other provision of this Agreement: (a) Any and all loans and advances, if any, by Seller to any of their Affiliates or otherwise to the Excluded ContractsBusiness; (b) any rights, claims Any and credits (including all guarantees, indemnities, warranties and similar rightsContracts set forth on Section 2.5(b) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1Disclosure Schedule; (c) the Markers listed on Section 1.2(c) Any and all assets and rights primarily used or held for use in Seller’s or its Affiliates’ operation of the Company Disclosure LetterCanada Business prior to its sale (excluding any and all intellectual property licensed pursuant to that certain Formula License Agreement, dated as of August 4, 2015, by and between Seller and 7324375 Canada, Inc., and all rights under such license); (d) except for the Tray Ledger Tax Returns and the Markers other books and records related to Taxes paid or payable by Seller or any of its Affiliates (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part any such returns and other books and records of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), Company and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of its Subsidiaries and 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 than any such returns related to the extent not reflected in the Final Closing Net Working CapitalPurchased Assets); (e) all Any refunds or rebates credits of Taxes to which Sellers are entitled under Section 12.9(g)or against any Seller Taxes; (f) Any and all Cash Amounts (other than any Cash Amounts of the human resources Purchased Company and other employee-related files and records, other than such files and records relating exclusively its Subsidiaries as of immediately prior to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by LawClosing); (g) The insurance policies set forth on Section 2.5(g) of the Excluded Personal PropertySeller Disclosure Schedules; (h) the Excluded SoftwareAll rights exclusively related to matters which are Retained Liabilities; (i) all indebtedness, accounts payable, or Any equity interest in any Subsidiary of Seller other obligations owed to than the Purchased Company by any Seller or any and the Subsidiaries of their Affiliatesthe Purchased Company; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) Any and 1.1(t), the Customer Databaseall Privileged Communications; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at marketable or non-marketable securities to the Real Property (other than the books and records described extent any such securities are not otherwise included in Section 1.1(j) hereof);Cash Amounts; and (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty receivables of any kind or rewards program of Sellers nature from any Affiliate 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 or held for use in connection with the BusinessRelated Person.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, immediately prior to the Closing, the Company shall 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 Sellers (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated under this Agreement, are excluded from the Assets and shall remain the property of Sellers after the Closing: (a) the Excluded Contractsall cash, cash equivalents and short-term investments; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor the items of the Company to the extent relating to (i) any excluded assets Tangible Personal Property set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iiion Part 2.2(b), other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed Inventories set forth on Section 1.2(c) of the Company Disclosure LetterPart 2.2(c); (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 accounts receivable of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g)minute books, stock Records and corporate seals; (f) all of the human resources Governmental Authorizations and other employee-related files and recordsall pending applications therefor or renewals thereof, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Lawincluding those listed in Part 3.14(b); (g) the Excluded Personal Propertyshares of capital stock of Sellers; (h) the Excluded Softwareall rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including those listed in Part 2.2(h); (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliatesinsurance policies and rights thereunder; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(kall of the Customer Contracts listed in Part 2.2(j) and 1.1(tall other Contracts of Sellers that either are not Customer Contracts or are not listed on Part 2.1(d), the Customer Database;; and (k) all data, files and other materials located on any storage device Records (including personal computers personnel Records) that Sellers are required by law to retain in their possession, and servers) located at the Real Property (other than the books an archival copy of all data and records described in Records as contemplated by Section 1.1(j) hereof2.2(g); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) all claims for refund of Taxes and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program governmental charges of Sellers or their Affiliates and all customer related datawhatever nature; (m) any except as provided in Section 10.1 of this Agreement, all rights in connection with and assets set forth on Section 1.2(m) of the Company Disclosure LetterEmployee Plans; (n) all rights of Sellers under this Agreement, the Company Benefit Plans▇▇▇▇ of Sale, the Assignment and Assumption Agreement or any other agreements, documents or instrument entered into in connection herewith; (o) all data collected from customers and other participants in connection with the Company Insurance Policies (except as provided health and wellness screening and other specimen collection activities conducted by the H&W Business, and such other Intellectual Property Assets set forth in Section 9.15Part 2.2(o); (p) the System Marksproperty and assets described in Part 2.2(p); (q) the “▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Branded Paraphernalia” trademark and tradename; (r) the real property interests of Sellers in Basking Ridge, New Jersey, Olathe, Kansas and such other real property interests as set forth on Part 2.2(r); and (rs) the Other Businesses and all other assets and properties of the Company not exclusively primarily used or held therein (for use clarity, Part 2.2(p) lists all such assets that are also used in connection with the Business).

Excluded Assets. Notwithstanding anything to The Purchased Assets exclude, and the contrary contained in this AgreementBuyer shall not purchase or acquire hereunder, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the any right, title or interest in, to and interest in and to each and all under any of the following excluded assets of the Company Seller as outlined on Schedule 1.2 (collectively, the “Excluded Assets”):). (a) the Excluded Contractsall ownership and other rights with respect to Seller Employee Benefit Plans; (b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor rights of the Company to the extent relating to (i) Seller under any excluded assets set forth in this Section Contracts listed on Schedule 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1; (c) all accounts receivable outstanding as at the Markers listed on Section 1.2(c) of the Company Disclosure LetterClosing Date; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of 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 any Permit 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 license that by its terms is not transferable to the extent not reflected in the Final Closing Net Working CapitalBuyer; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(gContracts other than Assigned Contracts (the “Excluded Contracts”); (f) all equity interests in the Seller or any subsidiary of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law)Seller; (g) all of such Seller’s federal, state, and local income Tax Returns and records (provided that the Excluded Personal PropertySeller has made available copies of such Tax Returns and records to the Buyer prior to the Closing) and any rights to Tax refunds, including without limitation any rights to Employee Retention Tax Credits of the Seller; (h) all personnel files and payroll records related to employees of the Excluded SoftwareSeller; (i) all indebtednesscauses of action, accounts payablejudgments, or other obligations owed claims, reimbursements and demands, of whatever nature, in favor of Seller which relate to the Company by Excluded Assets or Retained Liabilities and all counterclaims, crossclaims, and defenses in regard to any Seller claims or any causes of their Affiliatesaction currently or hereafter pending or threatened against Seller; (j) without limitation all losses, loss carry forwards, loss carry backs, and rights to Buyer’s rights pursuant receive refunds, rebates, offsets, credits or credit carry forwards with respect solely to Sections 1.1(k) and 1.1(t), the Customer DatabaseTaxes of Seller; (k) any insurance policies maintained by Seller and any claims under such policies and all data, files and other materials located on obligations under those insurance policies including costs associated with defense of 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)Actions; (l) without limitation the charter documents, minute books, stock ledgers, Tax Returns, books of account and other constituent records relating to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program corporate organization of Sellers or their Affiliates and all customer related data;the Seller; and (m) any assets set forth other items listed 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 or held for use in connection with the BusinessSchedule 1.2.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all All of the following property and the assets of Seller of any type whatsoever other than those specifically referred to in Section 2.1 are excluded from the Company sale to Pure Cycle (the “Excluded Assets”):), including, without limitation, the following: (a) the Excluded ContractsCash and cash equivalents; (b) any rights, claims and credits All securities owned by Seller (including all guarantees, indemnities, warranties and similar rights) in favor of except the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iiishares identified on Schedule 2.1(a), other than those that are specifically Purchased Assets under Section 1.1); (c) All rights of Seller under any claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such items relating to the Markers listed on Section 1.2(cpayment of Taxes or the Assets) of other than such items related to the Company Disclosure LetterAssumed Contracts or the Assets with respect to periods occurring after the Closing; (d) except for the Tray Ledger and the Markers (All accounts, notes or other receivables due to Seller other than those Markers listed on Section 1.2(c) any of 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 foregoing related to the extent not reflected in Assumed Contracts with respect to periods occurring after the Final Closing Net Working CapitalClosing; (e) all refunds or rebates of Taxes to which Sellers Seller’s rights under contracts, indentures, guarantees, leases, commitments and other agreements that are entitled under Section 12.9(g)not Assumed Contracts; (f) all Seller’s rights under any policies of the human resources and other employee-related files and recordsinsurance purchased by Seller, or any benefits payable or paid thereunder, other than such files and records relating exclusively to the Transferred Employees (policies of insurance which files and records Sellers may retain an archival copy of, to the extent permitted by Law)are Assumed Contracts; (g) All interests of Seller in any copyrights, patents, trademarks, trade names and logos, together with pending applications for any of the Excluded Personal Propertyforegoing; all interests of Seller in any trade secrets, inventions, know how, confidential information and other intellectual property; and all goodwill and other general intangibles of Seller; (h) The charter, qualifications to conduct business as a Colorado limited liability company, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, Tax returns, seals, minute books, record books and similar documents of Seller relating to the Excluded Softwareorganization, maintenance and existence of Seller as a limited liability company; (i) all indebtedness, accounts payable, or other obligations owed to Any of the Company by any rights of Seller under this Agreement or any other agreement between Seller and Pure Cycle entered into prior to, on or after the date of their Affiliatesthis Agreement; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) The High Plains Water District and 1.1(t)any interest therein, the Customer Databasetogether with any contracts, rights, entitlements, obligations and interests arising from or related thereto; (k) all dataAny interests in or related to water reservoirs or water in reservoirs, files and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than interests which are appurtenant to the books and records described in Section 1.1(j) hereof)Property or part of the Water Rights; (l) without limitation All rights to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), indemnification or payments from the Total Rewards Program and any other player loyalty or rewards program lessees of Sellers or their Affiliates and all customer related data;the Property for debts in existence as of the Closing Date; and (m) any assets set forth An undivided seventy-five percent (75%) percent interest in Seller’s interest in all minerals, oil and gas or other hydrocarbons on Section 1.2(m) of or associated with the Company Disclosure Letter;Property, including all associated leases, net revenue, royalty, overriding royalty, production payment or mineral interests covered by such leases, operating agreements, and assignments, if any; and (n) Any items described on Schedule 2.2(n) and (for the Company Benefit Plans; (oavoidance of doubt) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the shares of FLCC owned or under contract for purchase by ▇▇ ▇▇▇▇▇▇’▇ Branded Paraphernalia; and , LLC (r) all other assets and properties none of the Company not exclusively used or held for use in connection with the Businesswhich are listed on Schedule 2.1(a)).