Common use of Excluded Assets Clause in Contracts

Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or assumed by either Buyer interests of the Seller (the “Excluded Assets”):) shall be Acquired Assets: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the consideration delivered to the Seller Group, including cash and bank deposits held by Buyer pursuant to the Subsidiaries supporting any letters of creditTransaction Documents; (b) all rights of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySeller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of Sellers’ the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes set forth on Schedule 2.2(c)paid by the Seller; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (fg) all (i) agreements Seller operated, license operated and correspondence between Sellers and franchise operated ▇▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to the transactions contemplated by this Agreement, Retail Stores and personal property located at any Retail Stores; (iih) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to all tangible property located at any of the bidsRetail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the prospective purchasersSeller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the engagement or activities Wholesale Business; (i) any Cash owned by the Seller as of ▇▇▇▇▇▇▇the Closing Date; and (gj) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. The assets listed below shall be retained by Except to the extent expressly set forth in a separate written agreement executed between Sellers and shall Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not be transferred hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or assumed by either Buyer claims other than the Assets, including without limitation any of the following (collectively, the “Excluded Assets”): (a) All minute books and other corporate records of any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditits affiliates; (b) All insurance policies and proceeds thereof payable to a Seller or its affiliates (except to the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability companyextent of, and Cinco Pipe & Supplysubject to, LLC, the provisions of this Agreement regarding a Delaware limited liability companycasualty loss to the Locations following the date hereof); (c) all All cash, cash equivalents, refunds and accounts receivable of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)a Seller and its affiliates; (d) any books All tax refunds, credits and records of Sellers, but not of benefits with respect to the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that Assets to the extent the same relate to periods before the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesClosing; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)beer permits and lottery agreements; (f) All trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, which are being conveyed to Purchaser as set forth in Section 1.1(g) above; (g) All deposits and prepaid expenses for which a Seller is not given credit pursuant to Section 4.7 hereof; (h) All properties, assets, rights and business interests of Sellers and their respective affiliates situated at sites other than the Locations; (i) agreements All personal property owned by any third-party at the Locations as particularly identified on Schedule 1.2(i) as being vendor supplied or leased (the “Excluded Personal Property”); (j) All reimbursements to which any Sellers are entitled under any state petroleum storage tank fund for Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by Sellers for claims relating to a Location; (k) All records, files, ledgers, journals, tax returns, tax records, business and correspondence between Sellers financial records, and the like of each Seller (excluding the Books and Records); (l) ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and all assets thereof, the Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to the Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and ▇▇▇▇▇▇▇ relating to Petroleum’s blending operation; (m) The claim against the transactions contemplated by this Agreement, (ii) lists Town of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Mosheim described in Schedule 5.4; and (gn) all rights of Sellers pursuant The assets to this Agreement and any other Ancillary Agreement to which either one of them is a partybe sold under the LGO Asset Purchase Agreement.

Excluded Assets. The Buyer expressly understands and agrees that the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer properties of Seller and the Retained Subsidiaries (the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) any cash, bank deposits, all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents or similar cash items held by members of on hand and in banks (except for such amounts, if any, as the Seller Group, including cash and bank deposits held parties may agree will be retained by the Purchased Subsidiaries supporting any letters of creditand not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the membership interests Business and any other Equity Securities in Quail Nuclear Specialty Servicesall claims, LLCcredits, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companycauses of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all of Sellers’ claims for refunds of Taxes Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth on in Section 2.03 of the Disclosure Schedule 2.2(c(the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, property and assets described in Section 2.03 of Sellers’ set forth in Schedule 2.2(e)the Disclosure Schedule; (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andthereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights of Sellers pursuant to this Agreement and any other Ancillary Agreement receive Tax refunds relating to which either one of them is a partythe Business arising on or prior to the Closing Date.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not be transferred to or assumed by either Buyer include the following assets (collectively, the “Excluded Assets”): (a) any all cash, bank deposits, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or similar interests in, the cash items held by members management system of the Seller GroupSeller, including cash uncleared checks and bank deposits held by drafts received or deposited for the Subsidiaries supporting any letters account of creditSeller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyAssumed Contracts; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any books and records Intellectual Property of Sellers, but Seller not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Related to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the assets, if any, company organization or existence of Sellers’ set forth in Schedule 2.2(e)Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) agreements all insurance policies of Seller, including claims thereunder and correspondence between Sellers and ▇▇▇▇▇▇▇ any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the transactions contemplated by this AgreementProducts; (k) all assets, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersproperties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (vil) correspondence between Sellers the rights that accrue or ▇▇▇▇▇▇▇ or any of their respective representatives with respect will accrue to any of Seller under this Agreement and the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇other Transaction Documents; and (gm) all rights the other assets of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySeller that are identified on Schedule 2.02(m).

Excluded Assets. The assets listed below shall be retained by Notwithstanding the provisions of Section 1.1, the Parties acknowledge and agree that the following assets, properties, contracts and rights of the Sellers are not included among the Purchased Assets and shall not be transferred to or assumed by either Buyer are excluded from the Transfer (collectively, the “Excluded Assets”): (a) any all cash, cash equivalents, bank deposits, cash equivalents or deposits and similar cash items held by members of the Seller Group, including cash and bank deposits Business held by the Subsidiaries supporting any letters of creditSellers on the Closing Date; (b) all shares of capital stock or other securities of the membership Sellers and each of their Affiliates, including the equity interests and of any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySubsidiary of the Sellers; (c) all Tax assets (including Tax losses, Tax credits, Tax loss or credit carryforwards and other Tax attributes), all deposits or advance payments with respect to Taxes, and any claims, rights and interest in and to any refunds (including interest thereon or claims therefore) of Taxes, in each case, of the Sellers or their Affiliates or relating to the Business or the Purchased Assets for taxable periods (or portion thereof) ending on or prior to the Closing Date and all Tax Returns of the Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but all assets not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate related to the Business, including the Subsidiarieshockey, cycling and football businesses of the Sellers and their Affiliates and any discontinued businesses or operations (other than the lacrosse business) of the Sellers and their Affiliates (collectively, the “Excluded Businesses”) and the assets primarily used in the Excluded Businesses, to the extent such assets do not constitute Purchased Assets or the Assumed LiabilitiesAssets; (e) any and all Intellectual Property (including the assetsgoodwill associated therewith) and Know How primarily Used in the conduct of the Excluded Businesses, if anywherever located, of Sellers’ including without limitation the Retained IP and Retained Know How set forth in on Schedule 2.2(e1.2(e); (f) all (i) agreements and correspondence between Records of the Sellers and ▇▇▇▇▇▇▇ relating their Affiliates not primarily related to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by Business or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and; (g) all rights with respect to insurance policies of the Sellers pursuant either (i) unrelated to this Agreement the Business or (ii) related to currently outstanding claims of the Business; (h) all rights with respect to Benefit Plans; (i) all rights with respect to leases that are not Conveyed Leases; (j) all assets relating to Intracompany Payables and any other Ancillary Agreement contracts between the Sellers and their Affiliates; (k) all rights with respect to which either one of them is a partythe contracts, agreements and arrangements set forth on Schedule 1.2(k).

Excluded Assets. The All of Seller’s assets listed below not included in the Acquired Assets shall not be sold or transferred to Buyer, but shall be retained by Sellers and shall not be transferred to or assumed by either Buyer Seller (collectively, the “Excluded Assets”):). Without limiting the generality of the foregoing sentence, the Excluded Assets shall include, without limitation, the following assets of Seller: (a) any All cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters accounts of creditSeller; (b) All accounts receivable, notes receivable and all other receivables of Seller relating to the membership interests DF Manufacturing Business on or before the Closing Date and any all accounts receivable, notes receivable and all other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyreceivables of Seller not related to the DF Manufacturing Business; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)All Seller’s inventory other than the Included Inventory; (d) any books and records of Sellers, but Any asset owned by Seller which is not used by Seller exclusively in the conduct of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to DF Manufacturing Business or which is not located at the Business, SP Facility on the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesClosing Date; (e) Any retained samples and stability testing samples located at the assets, if any, of Sellers’ set forth in Schedule 2.2(e)SP Facility on the Closing Date; (f) All prepaid income or other Taxes of Seller and any income or other Tax refunds to which Seller may be or may become entitled for all periods prior to the Closing Date; (g) All surety bonds and all payments or prepayments made with respect to (or certificates of deposit, letters of credit and other assets posted by Seller to secure) surety bonds, financial security obligations or otherwise, including without limitation pursuant to the Permits; (h) All claims and causes of action of Seller arising prior to the Closing Date against third parties and all payments or other sums or amounts payable or which may become payable with respect thereto; (i) agreements All of Seller’s insurance policies including, without limitation, policies for health, general liability and correspondence between Sellers property insurance, and ▇▇▇▇▇▇▇ any and all premium refunds and claims with respect to such refunds and all payments, proceeds and other amounts due or payable, or hereafter becoming due and payable, thereunder; (j) All records relating to the transactions contemplated by this Agreementorganization, maintenance, existence and good standing of Seller as a corporation, namely Seller’s (i) corporate charter, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellersqualifications to conduct business as a foreign corporation, (iii) bids submitted by taxpayer and other prospective purchasers of the Purchased Assetsidentification numbers, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaserminute books, (v) correspondence between Sellers stock records, (vi) tax records, and (vii) corporate seals; (k) All of Seller’s right, title and interest in and to the names “Merck & Co., Inc.” and “Merck,” and the name of each Affiliate and subsidiary of Merck and Co., Inc., including (without limitation) the names “Schering”, “Schering-Plough”, “Merck Sharp & Dohme”, “MSD” and “Diosynth”, and in each case, all variations thereof, and all trademarks, trade names and logos incorporating any such names or ▇▇▇▇▇▇▇ any variation thereof, and all rights and interests of Seller in and to all other trademarks, trade names, service marks and logos used or owned by Seller or any of their respective representatives and any prospective purchasers other than Buyersits Affiliates; (l) All of Seller’s computer systems, intellectual property, records, and know-how except for the items listed on Schedule 2.1.(e). For the sake of clarity, the Parties acknowledge that Buyer shall be authorized to use certain of Seller’s computer systems, intellectual property, records, and know-how in accordance with the terms and conditions of the Transition Services Agreement; (vim) correspondence between Sellers All cash positions, cash equivalents, bonds, letters of credit, guarantees or ▇▇▇▇▇▇▇ or any other similar types of their respective representatives collateral posted by Seller in connection with the Acquired Assets, DF Manufacturing Business, including without limitation, with respect to any the Permits; (n) The prepaid expenses, advance payments, deposits, surety accounts and other similar assets not attributable to the operation of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andDF Manufacturing Business ; (go) all rights All of Sellers pursuant Seller’s assets that are not expressly included in the Acquired Assets, including without limitation, assets relating to this Agreement and any businesses of Seller other Ancillary Agreement to which either one of them is a partythan the DF Manufacturing Business.

Excluded Assets. The Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer of Seller, its Affiliates and/or other third parties (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Transferred Assets and shall remain the property of Seller, its Affiliates and/or relevant third parties after the Effective Time: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditall assets listed on Schedule 2.6(a); (b) the membership interests all cash, cash equivalents and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyshort-term investments; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)bank deposits and bank accounts; (d) any books and records all receivables, including accounts receivable or trade receivables owed to Seller (other than by CITERCO) by reason of Sellers, but not deliveries made by Seller or on account of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Transferred Assets prior to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesEffective Time; (e) the assetsfinancial books and records of Seller, if anythe personnel, employment and other records of Sellers’ set forth in Schedule 2.2(e)Seller as to any current or former employee who is not a Transferred Employee, and the personnel, employment and other records of Seller as to any Transferred Employee that are not Books and Records; (f) all minute books and similar materials related to maintenance of partnership records of Seller that are not Books and Records; (g) any Claims or other rights to receive monies arising prior to or after the Execution Date which Seller or any of its Affiliates has or may have which are attributable to its ownership of the Transferred Assets prior to the Effective Time; (h) those rights relating to non-banking deposits and prepaid expenses and Claims for refunds and rights to offset in respect thereof listed on Schedule 2.6(h); (i) agreements the Contracts listed on Schedule 2.6(i); (j) all Claims for refund of Taxes and correspondence between Sellers and ▇▇▇▇▇▇▇ other governmental charges of whatever nature (including with respect to the Paulsboro Property Tax Dispute) relating to the transactions contemplated by this Agreementperiod of time prior to the Effective Time; (k) all insurance policies and rights and Claims thereunder, (ii) lists of prospective purchasers for except to the extent such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives rights and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect Claims relate to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Assumed Obligation; and (gl) the Seller Benefit Plans. For the avoidance of doubt, all rights property and assets owned by an Affiliate of Sellers pursuant Seller and/or a third party that are located on a part of the Land and which property or assets are leased to this Agreement Seller in connection with the Business (1) shall remain the property of such third party and any other Ancillary Agreement (2) are not a part of the Transferred Assets, except to which either one of them is a partythe extent that Seller’s leasehold interest in such property or assets constitutes an Assumed Obligation.

Excluded Assets. The assets listed below shall be retained by Sellers and Assets shall not be transferred to or assumed by either Buyer include the following (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditall Cash Equivalents; (b) any and all contracts or policies of insurance and insurance plans and the membership interests assets thereof, promissory notes, amounts due from employees, bonds, letters of credit or other similar items and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability companycash surrender value with respect thereto, and Cinco Pipe & Supplyall rights under any of the foregoing, LLC, a Delaware limited liability companyincluding any insurance proceeds receivables; (c) all tangible personal property disposed of or consumed in the ordinary course of the business of Sellers’ claims for refunds , and in compliance with the terms and conditions of Taxes set forth on Schedule 2.2(c)this Agreement, between the date of this Agreement and the Closing Date; (d) any books and records all claims of SellersSellers with respect to transactions and events occurring prior to the Closing Date and all claims for refunds of monies paid to any Governmental Authority (including Tax refunds) and all claims for copyright royalties for broadcast prior to the Closing Date, but not of the Subsidiaries, provided that Sellers shall provide Buyers excluding in all cases all claims and rights with copies of such retained books and records of Sellers that relate respect to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesAssets; (e) the assets, if any, of Sellers’ set forth in Contracts listed on Schedule 2.2(e) (the “Excluded Contracts”); (f) Sellers’ corporate or limited liability company records and other books and records that relate to internal corporate or limited liability company matters of Sellers, Sellers’ account books of original entry with respect to the Station and all (i) agreements original accounts, checks, payment records, Tax returns and correspondence between records and other similar books, records and information of Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this AgreementBusiness and any other Assets prior to Closing, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers and duplicate copies of any bids submitted records as are necessary or desirable to enable Sellers to prepare and file Tax returns and reports, financial statements and other documents deemed necessary or desirable by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andSellers; (g) all rights of Sellers pursuant to enforce (i) the obligations of Buyer to pay, perform or discharge the Assumed Liabilities and (ii) all other obligations of Buyer under or in connection with, as well as all other rights of Sellers under or in connection with, this Agreement or any agreement, document, instrument or certificate required hereunder; (h) any assets of any compensation or benefit plan or arrangement of Sellers or any of the other Piedmont Companies or their Affiliates, including Employee Benefit Plans; (i) all shares of capital stock, partnership interests and member or limited liability company interests and all other equity interests and securities of, held by or in Sellers or any of the other Ancillary Agreement Piedmont Companies, including Holding’s limited liability company interests in PTC, PTC’s limited liability company interests in Monroe, and the limited liability company interests of Monroe in the License Sub; (j) all notes, bonds and other evidences of indebtedness from, or other advances, intercompany accounts, transfers and investments made to or in, any or all of the other Piedmont Companies, including the Intercompany Notes, dated as of September 30, 2003, by certain of the Piedmont Companies and certain of their Affiliates to another Piedmont Company or an Affiliate thereof (all such notes, bonds, evidences of indebtedness, advances, intercompany accounts, transfers and investments, collectively, “Intercompany Accounts”); (k) all records and documents in respect of the Excluded Assets; and (l) for the avoidance of doubt, the MAS 500 Accounting System, which either one of them is a partyowned by Holdings and used for the Station and other television stations owned, directly or indirectly, by Holdings and its subsidiaries; provided that this Section 2.2(l) is not intended to impair Buyer’s right to access Sellers’ books and records as set forth in Section 7.4.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary contained in Section 1.2, the parties expressly understand and agree that the Purchased Assets shall not be transferred include, and neither Seller nor any of its Subsidiaries is hereunder selling, assigning, transferring or conveying to Purchaser any right to or assumed by either Buyer interest in. any of the following assets, properties, rights, contracts and claims, whether tangible or intangible, real, personal or mixed (collectively, the “Excluded Assets”): (a) any all cash, cash equivalents, bank deposits, cash equivalents investment accounts, lockboxes certificates of deposit, marketable securities or similar cash items items, of Seller or any Subsidiary (other than any Workers’ Compensation Cash Security), provided that (i) cash and cash equivalents, deposits and restricted cash accounts owned or held by members any of the Seller Group, including cash Acquired Companies on the Closing Date shall not be Excluded Assets to the extent that they are taken into account when calculating the Estimated Closing Date Cash and bank deposits held by the Subsidiaries supporting Closing Date Cash and (ii) any letters of creditWorkers’ Compensation Cash Security shall not be taken into account when calculating Estimated Closing Date Cash and the. Closing Date Cash; (b) any data and records (or copies thereof) required to administer the membership interests Benefits of Acquired Company Employees and Business Employees under any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySeller Employee Benefit Plan; (c) except as provided in Section 1.7, any and all insurance policies, binders and claims of Sellers’ claims for refunds Seller and any of Taxes set forth on Schedule 2.2(c)its Subsidiaries (other than any Acquired Companies) and rights thereunder, including with respect to any insurance settlement agreements, and the proceeds thereof and all prepaid insurance premiums; (d) subject to Section 7.7, all of Seller’s right, title and interest in the “▇▇▇▇,”, “Westvaco” and “MeadWestvaco” marks and any books and records name, Trademark, trade dress, internet address, trade name, service ▇▇▇▇ or logo, or any derivation of Sellers, but not any of the Subsidiariesforegoing, provided that Sellers shall provide Buyers together with copies all of such retained books the goodwill represented thereby, or pertaining thereto listed on Schedule 1.3(d), together with all patents and invention records of Sellers that relate to the Businesslisted on Schedule 1.3(d) (collectively, the Subsidiaries, the Purchased Assets or the Assumed Liabilities“Excluded IP Assets”); (e) the assetsassets and contracts (other than real property, if any, of Sellers’ set forth which is addressed in Section 1.3(i) below) listed on Schedule 2.2(e1.3(e); (f) all (i) agreements any books, records and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ materials that Seller or any of their respective representatives its Subsidiaries is required by Law to retain, all Tax Returns (including income tax returns) and any prospective purchasers other than Buyers, all “MeadWestvaco” marked sales and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andpromotional materials and brochures; (g) all rights claims, defenses, causes of Sellers pursuant action, choses in action or claims of any kind that are available to this Agreement or being pursued by Seller or any of its Subsidiaries whether as plaintiff, claimant, counterclaimant or otherwise, to the extent relating to Excluded Assets or Excluded Liabilities; (h) all assets, business lines, properties, rights, contracts and claims of Seller or any Subsidiary (including any Acquired Company) not Related to the Business, including those listed on Schedule 1.3(h); (i) all real property, including mill facilities, waste disposal facilities, treatment operations and landfills, whether owned or leased, that are listed on Schedule 1.3(i) or that are not currently used or currently intended for future use in the Business, other Ancillary Agreement than (subject to which either provisions of Section 6.12 with respect to the Timberlands and the provisions of Section 7.11 with respect to the Owned Real Property) any property listed on Schedule 1.2(a)(i), Schedule 1.2(a)(ii), Schedule 1.2(b)(i), Schedule 1.2(b)(ii), Schedule 4.9(a)(i), Schedule 4.9(c) and the Timberlands, whether or not currently used (the “Excluded Real Property”); (j) the Specialty Chemicals and Specialty Papers business as conducted by the Seller and its Subsidiaries (as described in Seller’s most recent Form 10-K filed with the U.S. Securities and Exchange Commission), including all assets relating primarily thereto; (k) all refunds or credits of or against any Excluded Taxes; and (1) except as set forth on Schedule 1.3(l), all intercompany receivables, payables, loans and investments (i) between Seller or any of its Subsidiaries (other than an Acquired Company), on the one hand, and Seller or any of them is a partyits Subsidiaries (other than an Acquired Company), on the other hand, or (ii) required to be settled in accordance with Section 6.5.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary herein, the Acquired Assets do not include any right, title and shall not be transferred to or assumed by either Buyer interest of any Seller in the following (the “Excluded Assets”): (a) any cash, bank deposits, cash and cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSellers; (b) the membership interests ITW Purchase Agreement (except to the extent of any Assigned Section 6.2(g) Rights and Benefits, which are Acquired Assets), together with any and all Ancillary Agreements under and as defined in the ITW Purchase Agreement (other Equity Securities in Quail Nuclear Specialty Servicesthan the Acquired ITW Ancillary Agreements, LLCthe Assigned Transition Services Rights and Benefits and the Assigned Transitional Trademark License Rights and Benefits, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companywhich are Acquired Assets); (c) all the charter, qualifications to conduct business, arrangements with registered agents, taxpayer and other identification numbers, seals, minute books and other documents relating to the organization, maintenance, and existence of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)each Asset Selling Subsidiary as a corporation or limited liability company, as applicable; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Contract relating to the Business, the Subsidiaries, the Purchased Assets issuance of securities or the Assumed Liabilitiesgovernance of any Asset Selling Subsidiary; (e) the assets, if any, of Sellers’ set forth any Contract to which any Asset Selling Subsidiary is a party that is not disclosed in Schedule 2.2(e)4.11 if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, in such Purchaser’s reasonable determination, materially and adversely affect such Purchaser, unless Purchaser Parent gives written notice to Graco that it deems such Contract to constitute an Acquired Contract; (f) each Asset Selling Subsidiary’s books or records relating to internal corporate matters, Tax Returns and associated work papers through the Closing Date, and any other Books and Records of any Asset Selling Subsidiary to the extent not related to the Acquired Assets or the Liquid Finishing Business; (g) all books, documents, records and files of any Asset Selling Subsidiary prepared in connection with or relating in any way to the transaction covered by this Agreement or the Ancillary Agreements, including bids received from other parties and analyses relating in any way to the Liquid Finishing Business; (h) reimbursements or refunds owed to any Asset Selling Subsidiary for Taxes for which any Asset Selling Subsidiary is responsible under this Agreement; (i) agreements any Asset Selling Subsidiary’s rights under any policies of insurance purchased by Graco or any Affiliate of Graco, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (j) all assets held with respect to any Asset Selling Subsidiary’s Employee Benefit Plans/Schemes (other than any assets held with respect to any Assumed Benefit Plans/Schemes, which are Acquired Assets); (k) all personnel, payroll, benefits, work authorization, and correspondence between Sellers other associated necessary records related to any Hired Employee that any Asset Selling Subsidiary is not legally permitted to transfer to Purchasers; (l) all Intra-Liquid Finishing Business Intercompany Accounts Receivable, which accounts are subject to Section 6.1(i); (m) all Excluded Domain Names; (n) the Retained Section 6.2(g) Rights and Benefits, the Assigned Acquired Subsidiaries Section 6.2(g) Rights and Benefits, the Retained Transition Services Rights and Benefits and the Retained Transitional Trademark License Rights and Benefits; (o) all Liquid Finishing Transferred Employees; (p) all assets, properties, rights, claims, privileges, and interests of every kind and character (other than tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), which is separately addressed in Section 2.2(q), and other than Intellectual Property, which is separately addressed in Section 2.2(r)) and wherever located, in each case, relating to, used in, or arising out of: (i) the Powder Finishing Business, except to the extent that any such asset, property, right, claim, privilege, or interest is ordered pursuant to the Final Order to be divested by Graco; or (ii) the Graco Liquid Finishing Business; (q) all tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), wherever located, in each case: (i) primarily relating to, used in, or arising out of the Powder Finishing Business; or (ii) relating to, used in, or arising out of the Graco Liquid Finishing Business; (r) any Intellectual Property that is not Business Intellectual Property, including, but not limited to: (i) any and all Retained Stray ▇▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, Powder IP; (ii) lists of prospective purchasers for any and all Intellectual Property related to the Powder Finishing Business, except to the extent that any such transactions compiled Intellectual Property is DeKups Intellectual Property, is set forth on Schedule 1.2(a) or Schedule 1.4 or is ordered pursuant to the Final Order to be divested by or for the benefit of Sellers, Graco; and (iii) bids submitted any and all Intellectual Property related to the Graco Liquid Finishing Business; (s) any asset identified on Schedule 2.2(s); (t) that certain Consent and Release, dated June 6, 2013, by other prospective purchasers of the Purchased Assetsand among Graco, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives 3M Company and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇3M Innovative Properties; and (gu) all the rights of Sellers pursuant to any Seller under this Agreement and any other the Ancillary Agreement to which either one of them is a partyAgreements.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary in this Agreement, Seller shall not be transferred sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to or assumed by either Buyer (hereinafter as the “"Excluded Assets”"): (a) any cashall rights of Seller and Seller's Affiliates arising under this Agreement, bank deposits, cash equivalents the Other Agreements or similar cash items held by members from the consummation of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credittransactions contemplated hereby or thereby; (b) all of Seller's rights in assets to the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyextent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Products existing at the Closing Date; (d) all rights of Seller and Seller's Affiliates arising under any books and records of Sellers, but active contract or agreement not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesset forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Closing Date; (f) all real property, buildings, structures and improvements thereon, whether owned or 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; (ig) agreements and correspondence between Sellers and all Intellectual Property of Seller or Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), specifically including the trademarks or trade names "▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇," "▇▇▇▇▇▇ or any of their respective representatives Laboratories" and any prospective purchasers other than Buyersvariants thereof, the stylized symbol "A," the ABBOKINASE(R) trademark, and any Intellectual Property to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect which will be licensed to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers Buyer pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Patent License Agreement).

Excluded Assets. The Notwithstanding the generality of Section 2.01, the following assets listed below shall be retained are not a part of the sale and purchase contemplated by Sellers this Agreement and shall not be transferred to or assumed by either Buyer 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 cash, bank deposits, cash equivalents such Excluded Contracts Receivable (or similar cash items held its proceeds) was received by members a Seller after notification from Buyer of the Seller Groupdesignation of such Contract as an Excluded Contract), including cash drawings related to, and bank deposits held by equipment specifically purchased pursuant to the Subsidiaries supporting any letters of creditrequirements of, the Excluded Contracts; (b) the membership interests Completed Contracts and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companydrawings related to the Completed Contracts; (c) all inventory and supplies disposed of Sellers’ claims for refunds or exhausted and Assets transferred or disposed of Taxes set forth on Schedule 2.2(c)prior to the Closing Date; (d) any books and records of Sellers, but not avoidance claims available to Sellers under Chapter 5 of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books Bankruptcy Code and records of Sellers that relate all claims relating to the Business, the Subsidiaries, the Purchased Assets or the Assumed Excluded Liabilities; (e) the assetsShare Consideration, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all the Cash Consideration; (g) the Employee Payments; (h) the Excluded Subsidiary Stock; (i) agreements any other assets excluded by mutual written agreement of the Parties; and (j) all claims and correspondence between Sellers and ▇▇▇▇▇▇▇ relating causes of action related to the transactions contemplated by this Agreementassets described in clauses (a)-(i) above and all claims for breach of duty against professionals, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellersadvisors, (iii) bids submitted by other prospective purchasers of the Purchased Assetsdirectors, (iv) analyses by or for the benefit officers and employees of Sellers of any bids submitted by any prospective purchaserwho do not become Hired Employees; provided, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyershowever, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives that with respect to any Excluded Asset, Buyer may, for a period of sixty (60) days after the bidsClosing Date, designate any Excluded Asset as an Asset, and to the prospective purchasersextent 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, 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 engagement assignment or activities conveyance of ▇▇▇▇▇▇▇; and (g) all rights 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 Sellers such notice in respect of any Excluded Asset designated by Buyer as an Asset pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySection 2.02.

Excluded Assets. The Parties expressly understand and agree that the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer properties of Seller and the Retained Subsidiaries (the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) any cash, bank deposits, cash equivalents or similar cash items held by members all assets of every kind and nature used primarily in the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditRetained Business; (b) the membership interests Excluded Cash and all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents (other Equity Securities than Cash and Cash Equivalents of the Business) of the Business to the extent on deposit in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companysuch bank accounts or in Seller’s possession in transit to any such bank account; (c) all accounts receivable, including credit card accounts receivable generated by the Business for products or services provided prior to the Closing Date or for the sale of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cthe Gift Cards (as defined in the Gift Card Agreement); (d) any books all inventories to the extent used or held for use in the Retained Business, all Inventory located at the warehouse locations of ▇▇▇▇▇▇ Paper & Food Service, Inc. and records Meadowbrook Meat Company, Inc. and all inventories of Sellersalcoholic beverages to the extent used or held for use in the operation of the Restaurants, but not transferable at the Closing to Buyer under applicable Law (it being agreed that such inventories of alcoholic beverage shall be subject to Section 2.06 and Section 5.07 and shall be transferred to Buyer at no cost to Buyer following the Subsidiaries, provided that Sellers shall provide Buyers with copies Closing upon the issuance or transfer to Buyer of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesa valid Liquor License); (e) all rights, privileges and claims under the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Shared Contracts to the extent relating to any Retained Business or to the extent that there is a corresponding Replacement Contract; (f) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent constituting a Purchased Asset pursuant to Section 2.02(q) or as set forth in Section 5.13; (g) other than Intellectual Property Rights, all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating to the Transferred Employees or not otherwise constituting Business Records or the transfer of which is prohibited by applicable Law; (h) all office furniture, office supplies, production supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind located at Seller’s corporate headquarters or regional offices, except to the extent set forth in Section 2.02(e) or Section 2.02(l); (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement, except to the extent any such asset constitutes a Purchased Asset; (j) all Intellectual Property Rights other than the Business Intellectual Property; (k) all of the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Article VII; (l) all prepaid assets to the extent not relating to the Business and, 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 after such time, be Purchased Assets); (m) all real property (or interest therein) other than the Business Real Property; (n) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (o) all leased motor vehicles used primarily in the operation of the Retained Business and the related lease agreements; (p) all proceeds received from the sale or other disposition of any assets sold or otherwise disposed of in compliance with the terms of this Agreement during the period from the date hereof until the Closing Date; (q) all smallwares owned by Seller or its Subsidiaries and located at the smallwares warehouse, except for any smallwares held for use in the conduct of the Business and located at the Restaurants; (r) all Property Tax refunds with respect to the Purchased Assets for any Pre-Closing Tax Period, all Tax refunds with respect to the Purchased Companies for any Pre-Closing Tax Period (as set forth in Section 6.04(d)) and all other Tax refunds of Seller or the Retained Subsidiaries with respect to Taxes for any Pre-Closing Tax Period; (s) (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 the 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; (t) 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 Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (iiu) lists of prospective purchasers for such transactions compiled by or for all assets related to the benefit of Sellers, (iii) bids submitted by Red Lobster international franchise business other prospective purchasers of than the Red Lobster international franchise and development agreements included in the Purchased Assets, (ivAssets pursuant to Section 2.02(p) analyses by or for and the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of Business Intellectual Property used in the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Red Lobster international franchise business; and (gv) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythose assets listed on Schedule 2.03(v).

Excluded Assets. The Notwithstanding anything to the contrary set forth in this Agreement, the Assets will not include any assets listed below shall be retained by Sellers of the Seller or its subsidiaries not identified in Section 1.2 and shall not be transferred to or assumed by either Buyer explicitly exclude, without limitation, the following assets, properties and rights of the Seller and its subsidiaries (collectively, the “"Excluded Assets”"): (a) any cashexcept as otherwise provided in Section 5.12, bank depositsall ownership and other rights with respect to the Seller Benefit Plans (as hereinafter defined), cash equivalents contracts with current or similar cash items held by members former employees of the Seller Groupor its subsidiaries, including cash and bank deposits held by the Subsidiaries supporting any letters all claims and other rights to one or more refunds, recoveries or other payments of creditworkers' compensation related or group health plan related funds or other assets; (b) any permit, approval, license, qualification, registration, certification, authorization or similar right that by its terms is not transferable to the membership interests and any other Equity Securities Purchaser as indicated in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySection 3.26 of the Seller Disclosure Letter as not being transferable; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)any accounts receivable from an Affiliate (as hereinafter defined) and any collateral associated therewith; (d) any the charter documents, minute books, stock ledgers, tax returns, books of account and other constituent records of Sellers, but not relating to the corporate organization of the SubsidiariesSeller and its subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Businessother than Phoenix International New York, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesInc.; (e) the assetsrights that accrue to the Seller and its subsidiaries under this Agreement, if anythe Seller Ancillary Documents (as hereinafter defined), the Purchaser Ancillary Documents (as hereinafter defined) or any of Sellers’ set forth the transactions contemplated in Schedule 2.2(e)writing by such documents; (f) all (ithe contracts identified in Section 1.3(f) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andSeller Disclosure Letter; (g) all of the properties and assets which shall have been transferred or disposed of by the Seller, its subsidiaries or any Affiliate of the Seller or its subsidiaries prior to Closing which transfers or dispositions have been approved with the Purchaser's prior written consent; (h) all of the assets, properties and rights primarily relating to or arising out of Sellers pursuant any Excluded Liabilities (as hereinafter defined); (i) the rights to any of Seller's claims for federal, state or local tax refunds; (j) the artwork and personal computer equipment set forth in Section 1.3(j) of the Seller Disclosure Letter; (k) the rights to any of Seller's claims (other than with respect to claims arising out of the Purchaser's status as a shareholder of the Seller, except for claims arising with respect to this Agreement which shall be resolved pursuant to Article IX hereof) relating to, resulting from or arising out of claims made in pending or future suits, actions, investigations or other legal governmental or administrative proceedings, including but not limited to those identified in Section 1.3(k) of the Seller Disclosure Letter or 3.12 of the Seller Disclosure Letter or the issues which are the subject thereof (and any cash proceeds from the settlement or resolution thereof); (l) the stock or equity interests of any subsidiary of the Seller, other Ancillary Agreement than with respect to Phoenix International New York, Inc.; and (m) the assets, properties and rights of the Seller with respect to its non-trade finance operations in New Zealand all of which either one are identified in Section 1.3(m) of them is a partythe Seller Disclosure Letter.

Excluded Assets. The Notwithstanding the generality of Section 1.1, those assets, properties and rights of Seller and its Affiliates described below, together with any assets listed below described on Schedule 1.2 of the Seller Disclosure Letter, shall be retained by Sellers and shall not Seller or an Affiliate of Seller as the case may be transferred to or assumed by either Buyer (collectively, the “Excluded Assets”):) and shall not be conveyed to Buyer: (a) any cash, bank deposits, cash equivalents or similar cash items held by members all Accounts Receivable as of the Cutoff Date and all Medicare and Medicaid incentive payments (“EHR Funds”) for meaningful use of electronic health record technology (inclusive of any EHR Funds received by Seller Groupin or with respect to its fiscal year ending June 30, including cash and bank deposits held by the Subsidiaries supporting any letters of credit2011), in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (b) all cash, cash equivalents, marketable securities and rights to bank accounts existing as of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyCutoff Date; (c) all deposits, advances, pre-paid expenses and credits existing as of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cthe Cutoff Date (collectively, the “Seller Deposits”); (d) any books the names SunLink, SunLink Health Systems, SunLink Healthcare and records HealthMont of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books Georgia and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesall iterations thereof; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)any Permit that by its terms or by law is not transferable to Buyer; (f) all receivables, claims and settlements made pursuant to the Indigent Care Trust Fund of the State of Georgia (“ICTF”) paid with respect to the State of Georgia’s fiscal year ending June 30, 2012; (g) the charter documents of the Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller; (h) any rights to causes of action, lawsuits, judgments, claims, defenses, and demands, of any nature available to or being pursued by the Seller with respect to the Excluded Assets or the Excluded Liabilities (as defined below) whether or not accrued and whether or not disclosed and all rights and defenses in respect of obligations or liabilities not assumed by the Buyer; (i) agreements all refunds, loss carryforwards, claims and correspondence between Sellers defenses, of whatever nature relating to taxes (including without limitation any interest or penalties and ▇▇▇▇▇▇▇ amounts due state unemployment authorities) or insurance arising during or relating to any period prior to Closing; (j) all Seller records relating to the transactions contemplated by this Agreement, Excluded Assets and Excluded Liabilities (iias defined below); (k) lists all ownership and other rights in connection with and the assets of prospective purchasers for such transactions compiled by Seller’s or for the its Affiliates’ employee benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersplans, and contracts or agreements related thereto; (vil) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives all rights to proceeds from liability insurance policies relating to claims arising with respect to any Excluded Assets or Excluded Liabilities (as defined below) and all rights to proceeds of property casualty insurance paid to Seller or, payable to Seller to the bids, the prospective purchasers, the engagement extent such amounts reimburse Seller for amounts previously expended to repair or activities of ▇▇▇▇▇▇▇; andreplace any Purchased Asset; (gm) unless Buyer makes an election to include them pursuant to Section 1.1 of this Agreement, Seller’s Medicaid or Medicare provider numbers and any related Contracts and authorizations; (n) all rights of Sellers pursuant to Seller under this Agreement and any its related documents; (o) the Contracts, Equipment and other Ancillary Agreement to which either one tangible personal property described on Schedule 1.2 of them is a partythe Seller Disclosure Letter.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding any other provision of this Agreement to the contrary, the following Assets of TribalRides existing on the Closing Date (collectively, the "Excluded Assets") are excluded from the Purchased Assets and shall not be transferred to or assumed by either Buyer (remain the “Excluded Assets”):property of TribalRides after the Closing: (ai) any cashall Retained Liabilities, bank deposits, cash equivalents or similar cash items held by members which shall consist of 100% of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters liabilities of creditTribalRides; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (cii) all minute books, seals, equity record books and equity transfer records of Sellers’ claims for refunds TribalRides and Tax Returns and Tax records of Taxes set forth on Schedule 2.2(c); (d) any TribalRides and the books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesTribalRides; (eiii) the assets, if any, of Sellers’ set forth all personnel records and other records that TribalRides is required by law to retain in Schedule 2.2(e)its possession; (fiv) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to right, title or interest of TribalRides under any Contract, other than the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, Assumed Contracts; (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives all commissions, trade accounts payable and any prospective purchasers other than Buyers, and all trade debts payable by TribalRides; (vi) correspondence between Sellers the right of TribalRides to claim for net refunds of income Taxes or ▇▇▇▇▇▇▇ gross receipts Taxes of TribalRides in excess of deficiencies for any period or with respect to any event, adjustment or occurrence prior to the Closing Date; (vii) prepaid Taxes, refunds of their respective representatives Taxes and Tax loss carry forwards including interest thereon or claims therefor for any period or portion thereof ending on or prior to the Closing Date; (viii) all insurance policies of the TribalRides to the extent not transferable; (ix) any refunds of insurance premiums with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇TribalRides’ insurance policies; and (gx) all rights of Sellers pursuant TribalRides under this Agreement, including with respect to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Purchase Price.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following (collectively, the “Excluded ReShape Assets”) shall not be transferred to or assumed by either Buyer (part of the “Excluded sale and purchase contemplated hereunder, and are excluded from the ReShape IGB Assets”):, and shall remain the property of Apollo after the Closing: (a) any cashassets of ReShape or its Affiliates, bank deposits, cash equivalents or similar cash items held by members of not exclusively used in the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditReShape IGB Business; (b) the membership interests any Tax Returns and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability companyTax records of ReShape, and Cinco Pipe & Supplyall Tax assets of ReShape and its Affiliates, LLCincluding all losses, a Delaware limited liability companyloss carryforwards and rights to receive refunds, credits, advance payments, and loss carryforwards to the extent attributable to Taxes of ReShape that constitute Excluded ReShape Liabilities; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)insurance policies and Claims thereunder, in each case relating to the ReShape IGB Business prior to Closing; (d) all cash, cash equivalents and/or Accounts Receivable of ReShape or any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesits Affiliates; (e) the assets, if any, all real property interests of Sellers’ set forth in Schedule 2.2(e)ReShape or any of its Affiliates; (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists any assets of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ ReShape or any of their respective representatives and any prospective purchasers other than Buyersits Affiliates, and (vi) correspondence between Sellers tangible or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of intangible, wherever situated, not included in the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andReShape IGB Assets; (g) all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any of its Affiliates other than the ReShape IGB Books and Records; (h) all claims and counterclaims relating to any Excluded ReShape Liabilities or Excluded ReShape Assets; and (i) all claims, remedies and/or rights of Sellers pursuant to ReShape under the terms of this Agreement and or any other Ancillary Agreement to which either one of them is a partyTransactional Agreement.

Excluded Assets. The following assets listed below relating to the business of operating, publishing and distributing the Newspaper shall be retained by Sellers and shall not be sold, assigned, conveyed, transferred or delivered to or assumed by either Buyer (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held Claims by members of Sellers with respect to the Seller GroupExcluded Assets and liabilities not assumed by Buyer, including cash without limitation all refunds and bank deposits held claims for tax refunds (except for prepaid taxes acquired by the Subsidiaries supporting any letters of creditBuyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) the membership interests All contracts of insurance, tax records and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companytax returns; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cAll Employee Benefits Plans (as defined in Section 3.13(b)); (d) The right to use the “GateHouse” and “GateHouse Media” names and, except for the agreements described in Schedule 3.9, the right to participate in any books and records of Sellersplan, but not of the Subsidiaries, provided procedure or right that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate was made available to the BusinessNewspaper by or through GHS, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesany of its affiliates; (e) 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 assetsbusinesses of the Newspaper on or prior to the Closing Date, if any, exclusive of Sellers’ set forth the rights granted in Schedule 2.2(eSections 1.1(g) and 1.1(o); (fi) all the franchise to be a corporation ; (ii) the organizational documents (including articles or certificate of incorporation or bylaws (as applicable)); (iii) in respect of Sellers which are corporations: (A) the corporate seal, (B) the minute books, (C) the stock books, and (D) the stock certificates; (iv) the qualifications to transact business as a foreign corporation; (v) the arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers; (vi) other records or similar documents relating to the organization, maintenance and existence of Sellers as a corporation; and (vii) any other corporate records relating to the corporate organization or capitalization (as applicable) of Sellers; (g) All items of a corporate overhead nature that are controlled by or located at the corporate offices of Sellers; (h) Any right, property or asset described in Schedule 1.2(j) hereto, including the property and rights which are shared with affiliates of Sellers and not used primarily in the businesses of the Newspaper; (i) agreements Any assets or properties of Seller, tangible or intangible, of every kind and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to description which are not used primarily in connection with the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers businesses of the Purchased Assets, (iv) analyses by or for Newspaper and are not included in the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Financial Statements; and (gj) all Sellers’ rights of Sellers pursuant to under this Agreement and any other Ancillary Agreement to which either one of them is a partyAgreement.

Excluded Assets. The Notwithstanding anything contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer is not purchasing, any assets listed below other than the Transferred Assets, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets of the Seller, all of which shall be retained by Sellers and shall not be transferred to or assumed by either Buyer the Seller (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members all of the Seller Group, including Seller’s cash and bank deposits held by the Subsidiaries supporting any letters of creditcash equivalents; (b) all real property listed in Schedule 2.2(b) of the membership interests Disclosure Schedules, together in each case with the Seller’s right, title and any other Equity Securities interest in Quail Nuclear Specialty Servicesand to all structures, LLCfacilities or improvements currently or as of the Closing Date located thereon and all easements, a Texas limited liability companylicenses, rights and Cinco Pipe & Supply, LLC, a Delaware limited liability companyappurtenances relating to the foregoing (the “Excluded Real Property”); (c) all the Seller’s corporate books and records of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)internal corporate proceedings, Tax records, work papers and books and records that the Seller is required by Law to retain; (d) any books and records of Sellers, but not all of the Subsidiaries, provided Seller’s bank accounts; (e) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller that Sellers shall provide Buyers with copies are not Transferred Assets; (f) any interest in or right to any refund or credit of such retained books and records of Sellers that relate Taxes relating to the Business, the Subsidiaries, the Purchased Transferred Assets or the Assumed LiabilitiesLiabilities and any Tax assets related to real property or personal property, in each case with respect to any period prior to the Closing or for which the Seller is liable hereunder, including the Owned Real Property Tax Credits; provided, that, for the avoidance of doubt, the Buyer shall have no obligation to pursue or guarantee the recovery of any such refund or credit (including any Owned Real Property Tax Credits) by Seller or the success of any appeal or procedure relating thereto; (eg) any insurance policies and rights, claims or causes of action thereunder, except for any insurance proceeds received by the Seller or any of its Affiliates in respect of any Transferred Asset to replace or repair such Transferred Asset to the extent such proceeds relate to any event or circumstance that occurs between the date of this Agreement and the Closing; (h) except as specifically provided in Section 5.6, any Employee Plan and any assets relating to any Employee Plan, including, in each case, the A. H. Belo Pension Plan II and any other pension plan; (i) all rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability; (j) (i) the assets of the Seller listed on Schedule 2.2(j), (ii) all equity interests and assets of Providence Holdings and (iii) all assets, if anyproperties and rights (wherever located), whether tangible or intangible, used or held for use exclusively in the business of Sellers’ set forth in Schedule 2.2(eselling any Classified Ventures products (the “Classified Ventures Business”) or Wanderful Media products (the “Wanderful Media Business”); (fk) all Intellectual Property not owned or held by the Seller and all technology assets, agreements, contracts and licenses not used or held for use in the Business; (il) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇all CBAs; and (gm) all rights of Sellers pursuant to the Seller under this Agreement and any other the Ancillary Agreement to which either one of them is a partyAgreements.

Excluded Assets. The Those assets listed below of the Seller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by Sellers and shall not be transferred to or assumed by either Buyer the Seller Entities (collectively, the “Excluded Assets”):) and shall not be conveyed to the Buyer: (a) any cash (other than ▇▇▇▇▇ cash, bank deposits), cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditmarketable securities; (b) the membership interests board-designated, restricted and any other Equity Securities in Quail Nuclear Specialty Servicestrustee-held or escrowed funds (such as funded depreciation, LLCdebt service reserves, a Texas limited liability companyworking capital trust assets, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyassets and investments restricted as to use) and accrued earnings thereon; (c) all amounts payable to the Seller Entities in respect of Sellers’ claims third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for refunds periods prior to the Closing Date) and any reimbursement from Medicare or Medicaid as a result of Taxes set forth any loss by the Seller Entities on Schedule 2.2(c)the disposal of any of the Assets for purposes of Medicare and Medicaid reimbursement; (d) any books all Seller Entity records relating to (i) litigation files and records, cost report records relating to periods of Sellerstime prior to Closing, but tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities to the extent that the Buyer does not need the same in connection with the operation of the SubsidiariesFacilities, provided that Sellers shall provide Buyers with copies of such retained books and as well as all records of Sellers that relate which by law the Seller Entities are required to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesmaintain in their possession; (e) prepaid insurance, prepaid assets dedicated to the assets, if any, of SellersSeller Entities’ set forth in Schedule 2.2(ebenefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) all (i) agreements accounts receivable arising from the rendering of services to patients at the Facilities, billed and correspondence between Sellers unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and ▇▇▇▇▇▇▇ relating existing in respect of services rendered prior to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andEffective Time; (g) any and all rights of Sellers pursuant to this Agreement names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems” or any variants thereof or any other Ancillary Agreement names which are proprietary to which either one of them is a party.Seller or its Affiliates listed on Schedule 1.2(g) (the “Excluded Marks”);

Excluded Assets. The Purchased Assets shall not include any assets of the Business other than the Purchased Assets, as well as any other assets of Seller, including the assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”): (a) any cash, bank deposits, all cash equivalents or similar cash items held by members in the accounts of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditall Accounts Receivable; (b) all Contracts other than the membership interests Assigned Contracts, including all real property leases and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall purchase orders for services or goods intended to become inventory; (c) all tangible or real property, including inventory, raw materials, packaging and works-in-process, and including any South Beach Diet, Shine and South Beach Living labeled products manufactured on behalf of Sellers’ claims for refunds of Taxes set forth South Beach Diet at any time on Schedule 2.2(c)or before the Closing; (d) any books royalty payments or other amounts due under (i) that certain Letter Agreement, dated as of May 9, 2013, by and records between Everyday Health Media, LLC, South Beach Diet Corp. and Rodale Inc., (ii) for Seller’s 2015 fiscal year, that certain Author Agreement, dated as of SellersDecember 19, but not 2001, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. and Rodale Inc., as assigned to Seller by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. (as amended from time to time), and (iii) for Seller’s 2015 fiscal year, that certain Agreement, dated as of the SubsidiariesDecember 17, provided that Sellers shall provide Buyers with copies of such retained books 2012, by and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities;between Seller and Rodale Inc. (e) all corporate records and governing documents, and qualifications of Seller to operate its business, other than the assetsPurchased Books and Records, if anyincluding all communications or files involving attorney-client confidences between Seller and/or any office, Affiliate or stockholder of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers Seller, on the one hand, and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or Frankfurt Kurnit ▇▇▇▇▇ & ▇▇▇▇ PC, on the other, concerning or otherwise relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Transaction Documents; (f) all claims and rights of Seller in or to any refund of Taxes related to the Purchased Assets for any Tax period (or portion thereof) ending on or before the Closing Date provided such Taxes are not included in the Assumed Obligations or otherwise paid by Buyer; (g) all deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (h) all policies of insurance, interests in insurance pools and programs, rights to insurance payments or indemnity, and all insurance claims, causes of action, rights of recovery or set-off of any kind and against any Person; (i) all computer and data processing hardware or firmware; (j) the Excluded Intellectual Property; (k) any employment relationships, arrangements or agreements and Employee Benefit Plans of Seller, and all personnel records and files pertaining to Seller’s current and former employees; (l) all customer lists, customer records, vendor information, business plans, strategies and marketing information; (m) all equity interests in any Person; and (n) all rights of Seller under this Agreement and the Schedules attached hereto and under any other document delivered in connection with the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. The Purchased Assets do not include, and Seller is not selling, assigning, transferring, conveying or delivering, and Buyer is not purchasing, acquiring or accepting from Seller, any assets, properties or rights other than the Purchased Assets specifically referred to in Section 2.1 (all such other assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (are, collectively, the “Excluded Assets”): ), including the following: (a) any the corporate seals, Charter Documents, minute books, stock books and books of account or other records having to do with the corporate organization of Seller; (b) returns, declarations, reports, claims for refund, or information returns or statements relating to Taxes for Pre-Closing Tax Periods or other Taxes not Relating to the Contemplated Business; (c) the rights which accrue or will accrue to Seller under this Agreement; (d) all cash, bank deposits, cash equivalents and bank accounts of Seller; (e) Seller’s insurance policies and any claims, credits or similar cash items held by members rights of recovery and set-off with respect thereto under such policies; (f) the Intellectual Property identified on Section 2.2(f) of the Seller Group, including cash and bank deposits held Disclosure Schedule (some of which will be licensed to Buyer as contemplated by the Subsidiaries supporting Intellectual Property License Agreement); (g) any letters of credit; interest in the Real Estate Leases; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (ch) all of Sellers’ claims for refunds Seller’s rights under all confidentiality agreements, restrictive covenants and other obligations of Taxes set forth any employees of Seller, including those items listed on Schedule 2.2(c); (dSection 2.1(a)(vii) any books and records of Sellers, but not of the SubsidiariesDisclosure Schedule, provided that Sellers shall provide Buyers with copies of except to the extent such retained books and records of Sellers that rights relate to the BusinessContemplated Business or are not assignable; (i) the [*] Agreements, and (j) the Subsidiariesassets set forth in Section 2.2(j) of the Disclosure Schedule, which are used or held for use in the Business but are not included in the Purchased Assets or the Assumed Liabilities; and are not included in clauses (ea) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all through (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by of this Agreement, Section 2.2 (iisuch assets listed on Section 2.2(j) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Disclosure Schedule are the “Excluded Business Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party”).

Excluded Assets. The following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer of Seller (collectively, the “Excluded Assets”): ) are excluded from the Purchased Assets and shall remain Seller’s property after Closing: (a) any cash, bank deposits, all cash equivalents or similar and cash items held by members of the Seller Groupequivalents, including any commercial paper, certificates of deposit, Treasury bills, other marketable securities and similar investments, and including any cash proceeds from the PPP Loans, and the bank deposits held by the Subsidiaries supporting any letters of credit; accounts; (b) owned real property together with all right, title and interest held by Seller or any of its Affiliates in the membership interests appurtenances, hereditaments, existing buildings or other improvements, structures, parking facilities and any other Equity Securities in Quail Nuclear Specialty Servicesfixtures located thereon and all reversions, LLC, a Texas limited liability company, remainders and Cinco Pipe & Supply, LLC, a Delaware limited liability company; rights of way appertaining to or otherwise benefitting such property; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); minute book and equity records, including taxpayer and other identification numbers and other information and books and records, related to the Excluded Assets and the Retained Liabilities; (d) all rights and interests under, and all assets of, any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; Benefit Plan; (e) the assets, if any, of Sellers’ set forth all records that Seller is required by Applicable Law to retain in Schedule 2.2(e); its possession or necessary to retain with respect to an audit; (f) all Contracts not specifically listed on Schedule 2.1(d), including the Contracts listed on Schedule 2.2 (collectively, the “Excluded Contracts”); (g) all Tax Returns and Tax refunds (or rights thereto); (h) all claims, demands, rights and remedies in connection with any of the Excluded Assets or the Retained Liabilities; (i) agreements all bank accounts which relate to, or are used or held for use in connection with, the Business; (j) all abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Applicable Law where the dormancy period elapsed prior to Closing; (k) any life insurance policies on officers of any Seller Party; (l) the Privileged Communications of any Seller Party; (m) any assets, refunds, credits, rebates, Contracts or other rights related to any Benefit Plan or any other employee benefit plan, program, arrangement, agreement and correspondence between Sellers policy of any Seller or any of their Affiliates; (n) all rights of any Seller Party under this Agreement and any other Transaction Documents; and (o) all iPhones, iMacs, iPads and Apple Watches used by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party▇.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary in this Agreement, Seller shall not be transferred sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to or assumed by either Buyer (hereinafter as the “"Excluded Assets”"): (a) any cashall rights of Seller and Seller's Affiliates arising under this Agreement, bank deposits, cash equivalents the Other Agreements or similar cash items held by members from the consummation of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credittransactions contemplated hereby or thereby; (b) all of Seller's rights in assets to the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyextent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Products existing at the Closing Date; (d) all rights of Seller and Seller's Affiliates arising under any books and records of Sellers, but active contract or agreement not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesset forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Closing Date; (f) all real property, buildings, structures and improvements thereon, whether owned or 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; (ig) agreements all Intellectual Property of Seller or Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and correspondence between Sellers and any variants thereof, the stylized ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇l "A," ▇▇▇ or any of their respective representatives ABBOKINASE(R) trademark, and any prospective purchasers other than Buyers, Intellectual Property to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect which will be licensed to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers Buyer pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Patent License Agreement).

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Seller is not selling, assigning, transferring, conveying or delivering to Purchaser, and the Transferred Assets shall not be transferred to or assumed by either Buyer include (collectively, the “Excluded Assets”): ), (ai) all Seller Contracts that are not Transferred Contracts; (ii) all bank accounts of Seller (provided, however, that all cash and cash equivalents in such bank accounts as of the close of business on the Business Day immediately preceding the Closing Date shall constitute Transferred Assets), (iii) Seller’s rights under this Agreement or any document executed in connection with the Transactions, (iv) all corporate documents required for the continuing operation of Seller as a shell corporation for the purposes of satisfying its Liabilities, filing Tax Returns, and distributing funds to its stockholders, including but not limited to Taxpayer identification numbers and Tax Returns of Seller and its Affiliates, including records relating to such Tax Returns, payroll records, employee records, board consents and bank records, (v) any cashattorney-client privileged material of Seller, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (cvi) all of Sellers’ claims for prepayments and rights to refunds of Taxes paid by Seller and its Affiliates, whether paid directly by Seller or its Affiliates or indirectly by a third party on behalf of Seller or its Affiliates, regardless of whether such rights have arisen or hereafter arise, and all Tax attributes of Seller and its Affiliates (including net operating losses and credits), (vi) Seller’s equity interests in its U.K. Subsidiary, and (vii) the assets of Seller, if any, set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party1.2.

Excluded Assets. The Magellan and Crescent expressly understand and agree that neither Magellan nor any Magellan Subsidiary is conveying or contributing to OpCo or any OpCo Subsidiary pursuant to Section 2.1 any of the following assets, rights or properties or any assets listed below shall be retained by Sellers and shall which are not be transferred to or assumed by either Buyer used in the conduct of the business of the Hospitals (the “Excluded Assets”"EXCLUDED ASSETS"): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of Supplies and inventory relating to the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditHospitals; (b) Notes receivable relating to the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyHospitals; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Prepaid assets relating to the Hospitals; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Prepaid expenses relating to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesHospitals; (e) Lease deposits paid by either Magellan or any Magellan Subsidiary as tenant in any lease relating to the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Hospitals; (f) all Utility deposits relating to the Hospitals; (g) Cash held in escrow accounts relating to the Hospitals; (h) The capital stock of any subsidiary of Magellan (other than CMEC) or Magellan's interest in any joint venture including but not limited to the joint ventures set forth on Schedule 2.2(h); (i) agreements Corporate seals, minute books, stock ledgers or other books and correspondence between Sellers and ▇▇▇▇▇▇▇ relating records pertaining to the transactions contemplated organization, issuance of stock and capitalization of the Magellan Subsidiaries; (j) All rights, properties, and assets used by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or Magellan primarily in a business other than the Business and not reasonably necessary for the benefit of Sellers, (iii) bids submitted by other prospective purchasers operation of the Purchased AssetsBusiness; (k) All rights, properties, and assets that shall have been transferred or disposed of by Magellan or any of its subsidiaries prior to the date of this Agreement or prior to Closing in the ordinary course of business; (ivl) analyses Trademarks, trade names (including the "Charter" name), corporate names and logos owned by Magellan and any of its subsidiaries; (m) All real estate, furniture, fixtures and equipment to be transferred to Crescent under the Real Estate Purchase and Sale Agreement; (n) Any deferred tax asset of a Magellan Subsidiary at the Closing Date; (o) The Cocoon System (as defined in the Franchise Agreement) including but not limited to all treatment protocols, written or for unwritten, and future improvements and modifications, whether made by Magellan, a Magellan Subsidiary, OpCo or an OpCo Franchisee as defined in the benefit Franchise Agreement; (p) Policy and procedure manuals, written or unwritten, and future improvements and modifications to such manuals, whether made by Magellan, a Magellan Subsidiary, OpCo or an OpCo Subsidiary; (q) All cash, cash equivalents, short-term investments, marketable securities, and accounts receivable of Sellers of any bids submitted by any prospective purchaser, Magellan and each Magellan Subsidiary; (r) Patient related software systems; (s) TRIMS system; (t) Purchasing/ordering systems; (u) Accounting systems; (v) correspondence between Sellers Call center system; (w) Intellectual property rights; (x) Tax refunds, cost report adjustments and settlements relating to periods prior to the Closing Date and liabilities or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and assets related to depreciation recapture relating to periods prior to the Closing Date; (viy) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Disproportionate Share Payments; and (gz) all rights of Sellers Assets (including business records) required in order to provide the services to be provided by Magellan pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Franchise Agreement.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything herein to the contrary, the Acquired Assets shall not be transferred to or assumed by either Buyer include any of the following (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of each Seller’s rights under this Agreement and the Seller Group, other Transaction Documents (including cash and bank deposits held by the Subsidiaries supporting any letters of creditright to receive the Purchase Price delivered to Sellers pursuant to this Agreement); (b) all Accounts Receivable and 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, to the membership interests and extent any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyof the foregoing are not ▇▇▇▇▇ Cash; (c) all Documents prepared in connection with this Agreement or the transactions contemplated hereby or primarily relating to the Bankruptcy Cases, all minute books, corporate records (such as stock registers) and organizational documents of Sellers’ claims for refunds Sellers and the Retained Subsidiaries, Tax Returns and other Tax work papers (provided that Sellers shall provide Buyer with reasonable access thereto and copies thereof (at Buyer’s cost in the case of Taxes set forth on Schedule 2.2(ccopies) to the extent related to the Business, the Acquired Stores, the Acquired Assets or the Transferred Employees), and all other Documents not related to the Business, the Acquired Stores, the Acquired Assets or the Transferred Employees; (d) any books and records of SellersContract that is not an Assigned Agreement, but not of including the SubsidiariesContracts listed on Schedule 2.2(d), provided that Sellers shall provide Buyers which Schedule may be modified in accordance with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSection 7.5; (e) any Tax refunds, rebates or credits of Sellers other than refunds of any Property Taxes that are received by or credited to Buyer after the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Closing Date with respect to any post-Closing period or that were paid by Buyer; (f) all (i) agreements Claims and correspondence between Proceedings of Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreementother than Claims described in Section 2.1(m), (ii) lists of prospective purchasers for such transactions compiled by or including, for the benefit avoidance of Sellersdoubt, (iii) bids submitted by other prospective purchasers commercial class action claims that do not affect the continued operation of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andBusiness; (g) all funding vehicles and assets of all Employee Benefit Plans; (h) any security deposits or pre-paid expenses (other than the Prepaid Expenses) paid prior to the Closing Date and not associated with the Acquired Assets; (i) all insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights of Sellers pursuant to this Agreement proceeds thereof (other than as described in Section 2.1(p)); (j) the Financed Equipment and any other Ancillary Agreement Inventory or Equipment not described in Sections 2.1(c), 2.1(d) or 2.1(r); (k) all Vendor Displays, solely to the extent not assignable; (l) all Merchandise, Proceeds, Additional Agent Merchandise, Additional Agent Merchandise Proceeds, Distribution Center Merchandise, In-Transit Merchandise, Owned FF&E (in each case, as defined in the Liquidation Agreement) and proceeds of any of the foregoing; excluding, for the avoidance of doubt, any Owned FF&E that is (i) not located at a Store and (ii) used in connection with the online and telephonic customer support services, IT support services and related functions supporting the Business or otherwise constituting IT Assets; and (m) all assets, properties, rights, interests, and claims of every kind and description of any Sellers which either one of them is a party(A) are not Acquired Assets, (B) are neither used nor held for use in the Business, or (C) are described on Schedule 2.2(m).

Excluded Assets. The Those assets listed below of the Seller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by Sellers and shall not be transferred to or assumed by either Buyer the Seller Entities (collectively, the “Excluded Assets”):) and shall not be conveyed to the Buyer Entities: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditmarketable securities (except ▇▇▇▇▇ cash); (b) the membership interests board-designated, restricted and any other Equity Securities in Quail Nuclear Specialty Servicestrustee-held or escrowed funds (such as funded depreciation, LLCdebt service reserves, a Texas limited liability companyworking capital trust assets, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyassets and investments restricted as to use) and accrued earnings thereon; (c) all amounts payable to the Seller Entities in respect of Sellers’ third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor appeals, and all payments for refunds periods prior to the Effective Time related to all Medicaid supplemental reimbursement programs (including but not limited to Appendices 14 and 17, Medical Assistance Stability, the State Direct Payment (SDP) program (including final reconciliations of Taxes set forth a program year), Disproportionate Share (DSH), the Hospital Quality Incentive Program (HQIP), OB/NICU, Uncompensated Care and Extraordinary Expense Programs under the Tobacco Settlement Act of 2001, Medical Education, and Small Hospital / Sole Community Hospital (SCH)), and all appeals and appeal rights of the Seller Entities relating to such settlements, including cost report settlements, for periods prior to the Effective Time. Notwithstanding the foregoing, the parties hereby confirm that it is the express intent of the parties that the Buyer shall receive the benefit of all payments for periods after the Effective Time related to all Medicaid programs regardless of whether the payments were calculated based on Schedule 2.2(c)data reported for periods prior to the Effective Time; (d) any books and all Seller Entity records, to the extent Buyer Entity does not need such records of Sellers, but not (or copies) in connection with the operation of the SubsidiariesFacilities, provided that Sellers shall provide Buyers with copies relating to (i) litigation files and records, cost report records relating to periods of such retained books time prior to Closing, tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities, as well as all records of Sellers that relate which by law the Seller Entities are required to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesmaintain in their possession; (e) prepaid insurance, prepaid assets dedicated to the assets, if any, of SellersSeller Entities’ set forth in Schedule 2.2(ebenefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) any and all (i) agreements names, symbols, trademarks, logos or other symbols used in connection with the Facilities and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for Assets which include the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ names “CHS,” “Community Health Systems” or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ variants thereof or any of their respective representatives with respect other names which are proprietary to any of Seller or its Affiliates (the bids“Excluded Marks”), which, for clarity, shall not include the prospective purchasers, name “Commonwealth Health” or the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.registered Commonwealth Health logo;

Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, Acquisition Sub and Parent expressly understand and agree that the following assets listed below and properties of Seller (collectively the "EXCLUDED ASSETS") shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (excluded from the “Excluded Purchased Assets”):: (a) any all cash, bank deposits, cash equivalents or similar cash items held by members and investments of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests all accounts and notes receivable of Seller, and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas refunds due to Seller including but not limited liability company, to refunds on prepaid expenses and Cinco Pipe & Supply, LLC, a Delaware limited liability companyinsurance; (c) all of Sellers’ claims for Seller's potential Tax refunds of Taxes set forth on Schedule 2.2(c)or adjustments; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesRedwood City Lease; (e) except as listed on Schedule 2.01(a), all office and laboratory equipment, furniture, supplies and computers that are not directly utilized with the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Purchased Assets and that are located at the Redwood City Facility; (f) any Contracts with any Business Employee, including without limitation, any termination, employment, retention, change-in-control or severance Contract; (g) all (i) agreements rights and correspondence between Sellers Claims in favor of Seller, books, records and other documentation with respect to Seller's arbitration and contractual dispute with Ortho-▇▇▇▇▇▇ Pharmaceutical, Inc./▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or & ▇▇▇▇▇▇▇ or any concerning the purchase of their respective representatives assets set forth in the November 17, 1999 Asset Purchase Agreement between Seller and any prospective purchasers other than BuyersOrtho-▇▇▇▇▇▇ Pharmaceutical, Inc. and related documents (vi) correspondence between Sellers or the "▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of & ▇▇▇▇▇▇▇▇ CLAIM"); (h) all rights with respect to Seller's arbitration with Sanofi; (i) all financial records of Seller; (j) all employee and personnel records of Seller; (k) all Contracts of Seller other than the Assumed Contracts; (l) the minute books and stock transfer records of Seller, and any other documents and legal files relating to the organization, maintenance and existence of Seller as a corporation; and (gm) all rights of Sellers any insurance proceeds that have become Excluded Assets pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySection 5.03.

Excluded Assets. The assets listed below Excluded Assets shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”):consist of: (a) any cash, bank deposits, all cash on hand and in banks and cash equivalents or similar cash items held by members (exclusive of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditcredit issued by customers of Seller to Seller); (b) Seller’s bank accounts (exclusive of the membership interests bank accounts referred to in Section 2.3(c)), checkbooks and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companycancelled checks; (c) all of Sellers’ claims for refunds of Taxes those contracts with Seller’s Affiliates set forth on Schedule 2.2(c)2.3(c) hereto; (d) any books rights in and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books to claims and records of Sellers that relate litigation (and in each case benefits to the Business, extent they arise therefrom) against third parties to the Subsidiaries, extent such claims and litigation are not primarily related to the Purchased Assets or the Assumed Liabilities, and rights in and to claims and litigation (and benefits to the extent they arise therefrom) that relate to Excluded Liabilities; (e) Insurance Policies of Seller and rights in connection therewith; (f) rights arising from any refunds due with respect to insurance premium payments to the extent they relate to Insurance Policies which constitute Excluded Assets and refunds due from federal, state, local and/or foreign taxing authorities with respect to taxes heretofore paid by Seller; (g) Seller’s rights under this Agreement; (h) Seller’s corporate charter and the organizational documents, minute and stock record books, corporate seal, Tax Returns (including supporting materials but excluding any documents relating to Seller’s rights under the Nebraska Agreement; provided, that copies of Tax Returns and such documents may be retained by Sellers), all original financial statements and supporting materials, all books and records Seller is required by law to retain, and all records of Seller relating to the sale of the Purchased Assets and any documents relating to any Excluded Assets; (i) any right or interest in and to any Tax Asset, other than Prepaid Taxes, for periods (or portions thereof) ending on or before the Closing Date and any rights under the Nebraska Agreement accruing on or prior to the Closing Date; (j) each Plan, including all assets related thereto; (k) the agreements set forth on Schedule 2.3(k); and (l) the assets, if any, of Sellers’ set forth in described on Schedule 2.2(e2.3(l); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. The Buyer and Seller expressly understand and agree that all assets listed below shall be retained by Sellers of Seller and shall not be transferred to or assumed by either Buyer its Subsidiaries, other than the Transferred Assets (the “Excluded Assets”):), shall be excluded from the Transferred Assets, including, but not limited to: (a) any cashall assets, bank depositstangible or intangible, cash equivalents real or similar cash items held by members of the Seller Grouppersonal that are not specifically identified in Section 2.01, including cash and bank deposits held by all Intellectual Property other than the Subsidiaries supporting any letters of creditTransferred Intellectual Property; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall Contracts that are not Transferred Contracts; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Prepayments associated with Contracts that are not Transferred Contracts or other obligations not assumed by Buyer; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesall Seller Accounts Receivable; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)all Cash and Cash Equivalents; (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by Seller Inventory that is not Prepaid Inventory or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andAdditional Inventory; (g) all Employee Plans; (h) all Claims that relate to any of the other Excluded Assets or any of the Excluded Liabilities; (i) all Claims that relate to events or breaches occurring on or prior to the Effective Time that relate to the Transferred Assets, including causes of action, claims and rights which Seller or its Subsidiaries may have under any insurance contracts or policies insuring the Transferred Assets; (j) all rights to or claims for refunds of Sellers pursuant Taxes (including penalties) paid by Seller or its Subsidiaries, including those imposed on property, income or payrolls, to the extent such refunds of amounts were paid with respect to a Pre-Closing Tax Period; (k) all rights, properties, and assets which have been used in the Business and which shall have been transferred (including transfers by way of sale) licensed or otherwise disposed of (either prior to the date hereof or in the ordinary course of business between the date hereof and the Closing Date) not in violation of the terms of this Agreement Agreement; (l) all enterprise software, databases and networks of Seller or its Subsidiaries, including all sales management, engineering, materials, business planning, manufacturing, logistics, finance and accounting systems utilized by the Business; (m) all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Government Authority held by Seller or any of its Subsidiaries other Ancillary Agreement to which either one than the Business Permits; and (n) all of them is a partythe assets specifically identified on Schedule 2.02(n).

Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, in no event shall any Seller be deemed to sell, transfer, assign, convey or deliver, and such Seller shall retain all right, title and interest to, in and under any properties, rights interests or other assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer of such Seller other than the Acquired Assets (collectively, the “Excluded Assets”):) which shall include: (a) any cash, bank deposits, cash equivalents or similar cash items held by members all Accounts Receivable of the Seller Group, including cash and bank deposits held by Sellers to the Subsidiaries supporting any letters of creditextent not related to the Acquired Assets or Acquired Businesses; (b) all Equity Interests of any of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySellers’ direct or indirect Subsidiaries; (c) all of the Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)rights under this Agreement; (d) any books and records of Sellers, but not all of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSellers’ rights under any Excluded Asset; (e) all Contracts to which any Seller is a party other than the assetsAssigned Contracts, if any, of Sellers’ set forth in Schedule 2.2(e)including independent contractor agreements; (f) all payments for the purchase of goods, including but not limited to customer deposits and prepaid amounts; (g) all Leases to which any Seller is a party other than the Assumed Leases; (h) all assets of Albatross Software; (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating all Tax Returns or Tax refunds of a Seller Tax Group or any Seller or Affiliate thereof; (j) all Tax refunds with respect to the transactions contemplated Acquired Assets (excluding, for the avoidance of doubt, any Tax refund described in Section 1.2(i) and any Tax refunds received by this Agreementthe Seller in relation a Tax attributable to the Acquired Assets and paid by the Purchaser after Closing) allocable to a Pre-Closing Tax Period, as determined pursuant to Section 5.11; and (k) all software, Intellectual Property Rights, Computer Systems, and information technology systems and applications, including the PVS6 gateway and related technology, that are owned, used in, relate to, or are necessary for the conduct and performance of (i) services to all lease customers under the existing maintenance services agreements pursuant to which Sellers provide certain operating and maintenance services to those subsidiaries of SunStrong Capital Holdings, LLC who own PV and storage systems (each, an “Owner”), (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellersexisting lease and loan services agreements, pursuant to which SunPower Capital Services, LLC provides certain lease and loan services to the Owners, and (iii) bids submitted the existing transaction management and asset management agreements pursuant to which SunStrong Capital Holdings, LLC and SunPower Capital Services, LLC provide certain administrative and management services, provided, however, the Sellers shall (A) subject to the entry of an Order by other prospective purchasers of the Purchased AssetsBankruptcy Court, (iv) analyses by or for provide the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives purchaser with a license to utilize the PVS6 gateway and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives related technology with respect to any the Acquired Assets and (B) use commercially reasonable efforts to transfer the servicing of the bids, the prospective purchasers, the engagement or activities Acquired Assets to a go-forward servicer; and (l) all computers of Sellers’ employees that are ultimately hired by ▇▇▇▇▇▇▇▇▇; and (g) provided, however that at such time that the Sellers no longer need to maintain and/or preserve the computers and it is determined that the computers may be transferred, all rights computers of Sellers pursuant will be transferred to this Agreement and any other Ancillary Agreement to which either one of them is a partyPurchaser at no additional cost.

Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “"Excluded Assets”):" shall consist of (i) the following assets of Seller, and (ii) any other assets of Seller which are not specifically set forth in Schedule 2.1, all of which are specifically excluded from the definition of Acquired Assets: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller GroupSeller's books and records not included in Section 2.1(g) above, including cash Seller's corporate charter, taxpayer and bank deposits held other identification numbers, corporate seals, minute books (including materials distributed to directors), stock transfer books, blank stock certificates, tax records, personnel records, and all other books and records related to the Excluded Assets, Excluded Contracts, Excluded Liabilities or otherwise not related to the Business or the Acquired Assets; provided, however, copies of any such books and records shall be provided to Buyer for legitimate business purposes to the extent reasonably requested by Buyer to comply with the Subsidiaries supporting any letters requirements of creditGovernmental Entities or in connection with legal matters, provided appropriate confidentiality protections and use restrictions, reasonably satisfactory to both parties, shall be agreed to with respect to such copies; (b) the membership All claims, rights, interests and any other Equity Securities in Quail Nuclear Specialty Servicesproceeds with respect to Tax refunds for Taxes that accrue to Seller (excluding refunds of Taxes for which Buyer is liable under this Agreement) or for which Seller is liable prior to the Closing under this Agreement, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyor heretofore paid by Seller; (c) all All deferred tax assets or tax attributes of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Seller; (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesAll Excluded Contracts; (e) All logos, trademarks, service marks, or other markings or Intellectual Property licensed by Seller pursuant to the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Blockbuster License; (f) All DVD inventory (inclusive of Blu-Ray and videogame discs), including cases and RFID tags, that is not included in Personal Property; (g) Any and all Intellectual Property which is not Purchased Intellectual Property, including, but not limited to, all Licensed Intellectual Property; (h) All of Seller's right, title and interest (as applicable) in and to any and all software not included in the Purchased Software, including but not limited to the Owned Seller Software; (i) agreements Seller's cash on hand and correspondence between Sellers all other cash in any of Seller's bank or savings accounts, and ▇▇▇▇▇▇▇ any other cash equivalents of Seller, relating to the transactions contemplated by this AgreementBusiness or otherwise; (j) All furniture and office equipment of Seller used in or relating to the Business or otherwise, including, but not limited to, personal computers, cell phones and any other portable electronic devices; (iik) lists of prospective purchasers for such transactions compiled by or for All intercompany accounts and notes receivable; (l) All interests in the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers securities of any bids submitted by any prospective purchaser, (v) correspondence between Sellers of Seller's subsidiaries or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Affiliates; and (gm) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyThe assets specifically identified on Schedule 2.2(m).

Excluded Assets. The assets listed below shall be retained by Notwithstanding anything to the contrary in this Agreement, Sellers and shall not grant, sell, transfer, convey, assign or deliver, and Buyer shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in any of the following assets, properties, rights or interests of Sellers or any of Sellers’ Affiliates, which are expressly excluded from the Transferred Assets and are not to be transferred acquired by Buyer pursuant to or assumed by either Buyer this Agreement (the “Excluded Assets”): (a) any cashassets, bank depositsproperties, cash equivalents rights or similar cash items held by members of interests primarily related to the Seller GroupRetained Business, including cash and bank deposits held by the Subsidiaries supporting any letters of creditRetained Products; (b) any assets, properties, rights or interests primarily related to the membership interests Excluded Business (including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, information technology assets, improvements to property and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companytangible assets located at the Business Leased Real Property); (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)any Shared Contracts; (d) any books and records rights of Sellers, but not Sellers arising under this Agreement or the Ancillary Agreements or from the consummation of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesTransactions; (e) all Tax refunds, credits, offsets, recoveries and similar benefits related to the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Transferred Assets for a Pre-Closing Tax Period or relating to the other Excluded Assets for all periods; (f) all any wholesale supply agreement for pharmaceutical products; (g) cash, cash equivalents, bank deposits and marketable securities on hand and in transit of Sellers; (h) the corporate books and records of Seller Parent and its Subsidiaries (other than the Transferred Group); (i) agreements the Business Leased Real Property (including without limitation the lease contracts relating thereto), and correspondence between Sellers all rights, title and ▇▇▇▇▇▇▇ relating interest in, to and under all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances related to the transactions contemplated by this Agreementforegoing; (j) all current and prior insurance policies (other than the Transferred Entity Insurance Policies), (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers and all rights of any bids submitted by any prospective purchasernature with respect thereto, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives including all insurance recoveries thereunder and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives rights to assert claims with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇such insurance recoveries; and (gk) all rights of Sellers pursuant to this Agreement any Seller Benefit Plan and any other Ancillary Agreement to which either one of them is a partyassets thereunder.

Excluded Assets. The Notwithstanding Section 1, it is agreed that Seller is not selling, and Purchaser is not purchasing, hereunder the following assets listed below shall be retained by Sellers of Seller and shall not be transferred to or assumed by either Buyer its Subsidiaries (the “"Excluded Assets”"): (a) any cashCash (except as provided in Section 1(f)) and marketable securities, bank deposits, cash equivalents whether on deposit or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit;in transit. (b) All Seller systems and software which are not used exclusively for or necessary for operation of the membership interests 76 Assets; provided, however, that Seller will grant a paid up, royalty free (for three years), license to use all proprietary software owned by Seller and any used jointly in both the 76 Assets and Seller's other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company;businesses on substantially the terms set forth on Attachment XI (the "Shared Software License Agreement"). (c) all Seller's confidential operating manuals and policy manuals except those useful or necessary for the operation of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c);the 76 Assets. (d) any books Accounts and records notes receivable and credit balances on accounts payable relating to the businesses conducted using the 76 Assets prior to the Closing Date; provided, however, that all amounts with respect to interest and amortization payments (if any) by distributors and dealers on Self-Amortizing Notes with respect to the period after the Closing shall be for the account of SellersPurchaser and the right to such payments is included in the Purchase Price; provided, but not further that for a period of 120 days Purchaser shall cooperate with Seller in collecting receivables outstanding as of the SubsidiariesClosing Date for the benefit of Seller, provided that Sellers and Purchaser shall provide Buyers with copies remit amounts which it receives on account of such retained books and records of Sellers that relate receivables to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities;Seller not less frequently than weekly. (e) Assets owned by Seller in the assetsnature of central staff services (meaning the legal, if anycash management, treasury, tax, insurance, health and safety, environmental management and pension services), employee records, employee benefits funds and plans presently provided to the 76 Assets by Seller or one of Sellers’ set forth its subsidiaries, including without limitation employee and other records necessary to administer payrolls and benefit and welfare plans retained by Seller and all information necessary to file tax returns; provided that Seller shall make available its information with respect to employees as specified in Schedule 2.2(e);Section 29. (f) all (i) agreements Insurance proceeds and correspondence between Sellers and ▇▇▇▇▇▇▇ relating state underground storage tank reimbursement or other reimbursements, except claims related to the transactions contemplated tank replacement paid for by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andPurchaser. (g) Tax and fee refunds arising out of taxes and fees paid by Seller. (h) Seller's and its subsidiaries' employee benefit plans and all rights assets related thereto. (i) Books and records with respect to Excluded Assets, Retained Liabilities, employees and former employees of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySeller.

Excluded Assets. The assets listed below There shall be retained by Sellers excluded from the Acquired Assets to be sold and shall not be transferred to or assumed by either Buyer hereunder, and, to the extent in existence on the Closing Date, Seller and Stanadyne shall retain all of Seller’s and Stanadyne’s right, title and interest in and to the following assets, properties and rights of Seller (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditCash; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyconsideration delivered to Seller by Buyer pursuant to this Agreement; (c) all claims, deposits, refunds, causes of Sellers’ claims for refunds action, choses in action, rights of Taxes recovery, rights of set forth on Schedule 2.2(c)off and rights of recoupment which have, and to the extent they have, arisen in connection with the conduct of the Business by Seller; (d) any books all Employee Plans, except Acquired Employee Plans, and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesassets related thereto; (e) all rights in and with respect to insurance policies of Seller, except for any proceeds of such insurance and claims therefor relating to the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Acquired Assets; (f) all (i) agreements financial, computer and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to human resource systems of Stanadyne used by Seller, whether or not used primarily in the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers conduct of the Purchased AssetsBusiness, (iv) analyses by or for including those to be used in providing services to Buyer under the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andTransitional Services Agreement; (g) all rights to the name “Stanadyne”; (h) all assets described on Schedule 2.2(h); (i) for the avoidance of Sellers pursuant doubt, all deferred Tax assets and prepaid Taxes other than those described in §2.1(j); (j) any obligations under Seller’s leasehold interest in the Michigan Lease; provided, however, that the assets set forth on Schedule 2.2(k) shall be provided to this Buyer under the Transitional Services Agreement and the Transitional Services Agreement shall provide that, prior to the end of the term during which such assets are provided to Buyer under the Transitional Services Agreement, Buyer may elect to acquire all or any other Ancillary Agreement of such assets to which either one the extent they are transferable, and Seller and Stanadyne shall cooperate with Buyer to obtain any consents required in connection with the transfer of them is a partyany such assets to Buyer.

Excluded Assets. The assets listed below shall be retained by Sellers and Purchased Assets shall not be transferred to or assumed by either Buyer include any of the following assets, rights and properties of the Seller (the “Excluded Assets”):), all of which are excluded from the Purchased Assets and shall be retained by the Seller: (a) any all cash, bank deposits, cash equivalents or similar cash items held by members and short-term investments of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Servicesrights arising under those Contracts of the Seller not listed on Schedule 2.2(g) (collectively, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companythe “Excluded Contracts”); (c) all rights of Sellers’ the Seller exclusively in connection with the Business relating to deposits, prepaid expenses, claims for refunds and rights of Taxes set forth on Schedule 2.2(coffset (including amounts paid to the Seller in respect of the Post-Closing Advertising); (d) any books all claims and records of Sellers, but not rights of the SubsidiariesSeller to federal, provided that Sellers shall provide Buyers state, local and foreign Tax refunds, Tax refund claims, Tax credits and Tax deposits for tax periods ending before the Closing Date, and with copies of respect to any such retained books and records of Sellers that relate refund applicable to the Businessany Straddle Period, the Subsidiariesportion of any refund for the period for which the Seller is responsible for any Straddle Period Taxes corresponding to such refund, the Purchased Assets or the Assumed Liabilitiesas determined under Section 7.3; (e) all corporate seals, corporate minute books, stock records and Tax Returns of the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Seller; (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers insurance policies of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Seller and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any all of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andSeller’s rights thereunder; (g) all Governmental Authorizations of the Seller, to the extent not transferable by their terms or under applicable Legal Requirements; (h) all assets and rights of Sellers pursuant the Seller in and with respect to the Plans and Other Benefit Obligations of the Seller; (i) the Fixed Assets of the Seller not at the Real Property; (j) except for the Real Property, all owned real property of the Seller not related to the Business; (k) any non-material rights, properties or assets of any nature used in the Business but not used or held for use by the Seller exclusively in connection with the Business; (l) the rights of the Seller under this Agreement or any document or agreement entered into in connection herewith; (m) all accounts, notes and any other Ancillary Agreement receivables of the Seller, whether or not related to which either one the Business; and (n) the October 2012/November 2012 issues of them is a partyCountry Sampler and Smart Retailer magazines, unless and until such issues are replaced on the newsstands in the Ordinary Course with the December 2012/January 2013 issues of Country Sampler and Smart Retailer magazines.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding any contrary provision in this Agreement, Seller will retain and shall not be transferred to transfer, Buyer will not purchase or assumed by either Buyer acquire, and the Purchased Assets will not include, the following assets, whether or not related to, used, useful or held for use in connection with the Business (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including all cash and bank deposits held by the Subsidiaries supporting any letters of creditcash equivalents; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyaccounts receivable of the Business; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cContracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (d) any the corporate seal, minute books, charter documents, corporate stock record books and other records that pertain to the organization, existence or capitalization of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with Seller and duplicate copies of such retained books and those records of Sellers that relate to the Business, the Subsidiaries, included in the Purchased Assets that are necessary to enable Seller to file its tax returns and reports as well as any of the records or materials relating to Seller generally and not involving or relating to the Assumed LiabilitiesPurchased Assets (“Corporate Records”); (e) the assets, if any, all Tax assets (including duty and Tax refunds and prepayments) of Sellers’ set forth in Schedule 2.2(e)Seller or any of its Affiliates; (f) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (g) All Owned Real Property and Leased Real Property; provided, however, that any fixture explicitly set forth on Section 2.01(b) of the Disclosure Schedules shall be a Purchased Asset; (h) goodwill of Seller (other than goodwill that is directly related to and arises in connection with the Business and the Assigned Trademarks), and the going concern value of the Business; (i) agreements all assets, properties and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated rights produced, held or used by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers Seller in its businesses other than Buyersthe Business, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇including Seller’s plastics business segment; and (gj) all the rights of Sellers pursuant which accrue or will accrue to Seller under this Agreement and any other the Ancillary Agreement to which either one of them is a partyDocuments.

Excluded Assets. The assets listed below Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be retained by Sellers construed as conferring on Buyer, and shall Buyer is not be transferred acquiring, any right, title or interest in or to or assumed by either Buyer the following specific assets which are associated with the Included Assets, but which are hereby specifically excluded from the sale and the definition of Included Assets herein (the “"Excluded Assets”"): (a) any cash, bank deposits, cash equivalents Any meters owned or similar cash items held to be owned by members Seller located within the boundaries of the Seller Group, including cash Palisades Site substation and bank deposits held by the Subsidiaries supporting any letters of creditto be used in connection with providing station power service to Palisades; (b) The radio communications system antenna and related equipment located on the membership interests and any other Equity Securities "Meteorological Tower Site" as further described in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companythe Palisades Deed; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Except to the extent contemplated by the Firing Range Lease and the Emergency Operations Facilities Lease, Seller's interest in (i) the Firing Range and (ii) the facility in South Haven, Michigan included in the Emergency Operations Facilities; (d) any books Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and records of Sellersinterests in joint ventures, but not of the Subsidiariespartnerships, provided that Sellers shall provide Buyers with copies of such retained books limited liability companies and records of Sellers that relate other entities relating to the Business, the Subsidiaries, the Purchased Assets Facilities or the Assumed LiabilitiesSites, except such assets comprising the Qualified Decommissioning Fund or assets transferred pursuant to Section 6.10; (e) All rights to premium refunds and distributions made on or after the assetsClosing Date with respect to periods prior to the Closing Date under Nuclear Insurance Policies of Seller with ANI, if anyincluding any rights to receive premium refunds, of Sellers’ set forth in Schedule 2.2(e)distributions and continuity credits with respect to periods prior to the Closing Date pursuant to the ANI nuclear industry credit rating plan; (f) all (i) agreements and correspondence between Sellers and ▇▇▇Seller's policyholder interest under its ▇▇▇▇ policies, including rights to any premium refunds or other distributions made on or after the Closing Date; (g) Seller's interest in all cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other receivables relating to Taxes, in each case relating to the transactions Included Assets, except to the extent such assets are included in the Qualified Decommissioning Fund or are assets transferred pursuant to Section 6.10; (h) The rights of Seller and its Affiliates to the names "Consumers Energy" or "Consumers" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof (for the avoidance of doubt, Buyer shall not acquire any right to or interest in the name "CMS Energy" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof); (i) All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services; (j) Other than those contemplated by this AgreementSection 2.1(n), the rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) any Real Property or personal property, Permits, Taxes, Emergency Equipment Easements, the Seller's Agreements, Fuel Contracts or the Non-material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Included Assets (including the Facilities and the Sites), to the extent relating to any period prior to the Closing Date, (ii) lists of prospective purchasers for such transactions compiled by the Excluded Assets or for the benefit of Sellers, (iii) bids submitted the Excluded Liabilities; (k) The Department of Energy Claim; (l) All personnel records of Seller, NMC and their Affiliates relating to the Facilities or the Sites, except the Transferred Employee Records; (m) Unless included as a Seller Agreement, any and all of Seller's rights in any contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (n) To the extent not otherwise provided for in this Section 2.2 and unless prorated as provided in Section 3.5, any refund or credit (i) related to Taxes paid by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Seller with respect to any periods (or portions thereof) that end on or prior to the Closing Date in respect of the bidsIncluded Assets, whether such refund is received as a payment or as a credit against future Taxes, or (ii) arising under any agreement which is part of the prospective purchasersIncluded Assets and relating to a period (or portion thereof) ending on or prior to the Closing Date; (o) All rights of Seller under those contracts, agreements, purchase orders and personal property leases set forth in Schedule 2.2(o) (the engagement "Excluded Contracts"); (p) All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or activities service records relating exclusively to the design, construction, licensing or operation of ▇▇▇▇▇▇▇the Facilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating to the Excluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form; (q) All of the assets of Seller comprising any fund relating to Decommissioning, other than the Seller's Qualified Decommissioning Fund; (r) The right to the Excess PLR Decommissioning Amount, if any, upon the occurrence of any event specified in Section 6.20(c) or the receipt of the Requested Rulings prior to the Closing; and (gs) all rights All other assets of Sellers pursuant to this Agreement Seller and any other Ancillary Agreement to which either one of them is a partyits Affiliates not constituting an interest in the Included Assets (it being acknowledged and agreed that no spare transformer for the Facilities has been included in the Included Assets).

Excluded Assets. The following assets listed below relating to the business of operating, publishing and distributing the Publications shall be retained by Sellers and shall not be sold, assigned, conveyed, transferred or delivered to or assumed by either Buyer (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held Claims by members of Sellers with respect to the Seller GroupExcluded Assets and liabilities not assumed by Buyer, including cash without limitation all refunds and bank deposits held claims for Tax refunds (except for prepaid Taxes acquired by the Subsidiaries supporting any letters of creditBuyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) the membership interests All contracts of insurance, Tax records and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyTax Returns; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cAll Employee Benefit Programs (as defined in Section 3.13(g)); (d) The right to use the “M▇▇▇▇▇” and “M▇▇▇▇▇ Publishing” names and, except for the agreements described in Schedule 3.9, the right to participate in any books and records plan, procedure or right that was made available to the Publications by or through M▇▇▇▇▇ Communications, or any of Sellersits Affiliates (as defined below), including but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate limited to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesany Employee Benefit Program (as defined in Section 3.13(g)); (e) 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 assetsbusinesses of the Publications on or prior to the Closing, if any, exclusive of Sellers’ set forth the rights granted in Schedule 2.2(e)Section 1.1(g) ; (f) all (i) agreements 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 correspondence between all stock and/or membership certificates; (v) the qualifications to transact business as a foreign entity; (vi) the arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers; (vii) other records or similar documents relating to the organization, maintenance and existence of Sellers as limited liability companies and/or corporations; and ▇▇(vii) any other corporate records relating to the limited liability company and/or corporate organization or capitalization (as applicable) of Sellers; (g) All items that are located at the headquarters offices of M▇▇▇▇▇ Communications or otherwise not located at the Real Property (as defined in Section 3.10) included in the Acquired Assets except for the data relating to the transactions contemplated by this AgreementPublications described in Section 1.1(h) stored on Sellers’ server at the headquarters offices, (ii) lists copies of prospective purchasers for such transactions compiled by which will be delivered or transmitted to Buyer in whatever form is reasonably practicable for the benefit 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, (iii) bids submitted by other prospective purchasers tangible or intangible, of every kind and description which are not used primarily in connection with the businesses and operation of the Purchased AssetsPublications and are not included in the Closing Date Balance Sheet; (j) Sellers’ rights under this Agreement; (k) Cornerstone Property, 2.86 acres (ivBlock 69, Parcel B) analyses by or for the benefit at corner of Sellers of any bids submitted by any prospective purchaserHighway 50 and Burleight Street, Yankton, Yankton County, South Dakota; (vl) correspondence between Sellers or ▇▇All tax sharing agreements and management agreements with M▇▇▇▇▇ or Communications; and (m) All equity interests in third parties, including but not limited to equity interests of any Seller in any Affiliate of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇M▇▇▇▇▇ Communications; (n) For purposes of this Agreement, “Affiliate” of a person means any other person that directly or any of their respective representatives 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 possession, directly or indirectly, of the bidspower to direct or cause the direction of the management and policies of such person, whether through the prospective purchasersownership of securities, the engagement by contract or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyotherwise.

Excluded Assets. The Those assets listed below of Sellers described below, together with any assets described on Schedule 1.2 hereto, shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (collectively, the “Excluded Assets”):) and shall not be conveyed to Buyers: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditmarketable securities (except p▇▇▇▇ cash); (b) all accounts receivable accrued and existing in respect of services rendered prior to the membership interests and any other Equity Securities in Quail Nuclear Specialty ServicesEffective Time (hereinafter defined), LLCwhether billed or unbilled, a Texas limited liability companyrecorded or unrecorded, and Cinco Pipe & Supply, LLC, a Delaware limited liability companywith collection agencies or otherwise; (c) all amounts payable to Sellers in respect of Sellers’ third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor (“RAC”) appeals, all payments associated with any Medicare accountable care organizations (“ACOs”), clinically integrated networks (“CINs”), or the Medicare Comprehensive Care for refunds Joint Replacement Model (“CJR”), and all payments for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State of Taxes set forth on Schedule 2.2(cTennessee’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Virtual and Statutory Disproportionate Share (“DSH”), (iii) charity payments, and (iv) Directed Payment Program (“DPP”)), and all appeals and appeal rights of Sellers relating to such settlements, including cost report settlements, for periods prior to the Effective Time; (d) any books and records of Sellers, but to the extent that the applicable Buyer does not need the same in connection with the operation of the SubsidiariesHospital or the Facilities or in connection with the defense of any claims, provided that Sellers shall provide Buyers with copies of such retained books and all records of Sellers that relate relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, Tax Returns and minute books, and (ii) the BusinessExcluded Assets and Excluded Liabilities, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesas well as all records which by law Sellers are required to maintain in their possession; (e) the assetsprepaid insurance, if any, of prepaid assets dedicated to Sellers’ set forth in Schedule 2.2(ebenefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums); (f) the tradename “Tennova” and any variants thereof, including those variants identified on Schedule 1.2(f) (the “Excluded Tennova Marks”), and any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems,” “HMA” or any variants thereof or any other names which are proprietary to Seller or its Affiliates (together with the Excluded Tennova Marks, collectively, the “Excluded Marks”); (g) any computer software, systems and programs which are proprietary to Sellers or their Affiliates; (h) receivables from or obligations with Sellers or their Affiliates; (i) agreements Sellers’ insurance proceeds arising from pre-Effective Time incidents and correspondence between Sellers’ assets held in connection with any self-funded insurance programs and reserves, if any; (j) any claims of Sellers against third parties to the extent that such claims relate to the operation of the Facilities prior to the Effective Time or to the Excluded Assets or Excluded Liabilities; (k) all of Sellers’ or any Affiliate’s proprietary manuals, marketing materials, policy and ▇▇▇▇▇▇▇ procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses; (l) all rights of CHS and Sellers in connection with and the assets of Sellers’ employee benefit plans; (m) all assets relating to the transactions contemplated by this Agreement, home health or hospice operations; (iin) lists of prospective purchasers for such transactions compiled by all national or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit regional contracts of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any Affiliate of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect which are made available to any of the bids, Facilities by virtue of the prospective purchasers, the engagement or activities Facilities being an Affiliate of ▇▇▇▇▇▇▇; andSellers; (go) the electronic funds transfer accounts of the Facilities; (p) inventory or supplies that are expired or beyond their useful life; (q) all rights of Sellers in any contracts, commitments, leases and agreements which are not included in the Contracts; (r) any claims against third party payors relating to underpayments or violation of prompt pay statutes with respect to periods prior to the Effective Time; (s) all payments received by Sellers or their Affiliates pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020, P.L. 116-136, as amended, and any regulations promulgated thereunder (the “CARES Act”), including any amount received from the U.S. Department of Health & Human Services (“Provider Relief Funds”); and (t) all rights of Sellers under this Agreement and any other Ancillary Agreement to which either one of them is a partyits related documents.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary set forth herein, the Purchased Assets shall not be transferred to or assumed by either Buyer include any of the following assets, properties and rights of the Seller (collectively, the “Excluded Assets”): (a) ownership and other rights with respect to any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditBenefit Plan; (b) the membership interests articles of incorporation and bylaws of the Seller, minute books, stock ledgers and other records of capitalization, qualifications to conduct business, taxpayer and other identification numbers, Tax Returns, Tax information, Tax records related to the Seller or any of the Seller’s Affiliates, corporate seals and any other Equity Securities in Quail Nuclear Specialty Servicesdocument relating to the organization, LLC, a Texas limited liability company, maintenance and Cinco Pipe & Supply, LLC, a Delaware limited liability companyexistence of the Seller; (c) all of Sellers’ claims for refunds of Taxes Personal Property set forth on Schedule 2.2(c) (the “Excluded Personal Property”); (d) those Contracts set forth on Schedule 2.2(d) (the “Excluded Contracts”) and any books and records of Sellers, but other Contracts not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitieslisted on Schedule 2.1(d); (e) causes of action, lawsuits, judgments, claims and demands relating to any of the assetsExcluded Liabilities or the Excluded Assets, if any, whether arising by way of Sellers’ set forth in Schedule 2.2(e)counterclaim or otherwise; (f) all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights relating to the Excluded Liabilities or the Excluded Assets, including third‑party warranties and guarantees and all related claims, credits, rights of recovery and set‑off as to third parties which are held by or in favor of the Seller and relate to the Excluded Liabilities or the Excluded Assets; KCP-4567096-16 (g) the rights that accrue to the Seller hereunder and under the Ancillary Agreements to which the Seller is a party; (h) All Taxes and installments of Taxes paid by the Seller and all rights to Tax credits and refunds of Taxes paid by the Seller, whether paid directly by the Seller or indirectly by a third party on the Seller’s behalf, regardless of whether such rights have arisen or hereafter arise; (i) agreements All corporate records, including, but not limited to, the Seller’s minute book and correspondence between Sellers and ▇▇▇▇▇▇▇ stock record book (but not including records of the Business relating to operation of the transactions contemplated by this Agreement, Business described in Section 2.1(i)); (iij) lists of prospective purchasers for such transactions compiled by or for all records prepared in connection with the benefit of Sellers, (iii) bids submitted by other prospective purchasers sale of the Purchased Assets, including bids received from third Persons and analyses relating to the Purchased Assets; (ivk) analyses by or for all insurance policies of the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Seller and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives rights with respect to claims thereunder; (l) all deposits, advances, pre‑paid expenses and credits relating to the Excluded Assets; (m) any of equity interest in any Person and the bidsassets, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇properties and rights identified on Schedule 2.2(m); and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. The assets listed below shall be retained by Sellers and Any provision herein to the contrary notwithstanding, the Purchased Assets shall not be transferred to or assumed by either Buyer include any of the following assets (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditPurchase Price; (b) at the membership interests option of Buyer, in its sole discretion, any and all Shares of the capital stock or any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyequity interest of any of the Sellers or any of their subsidiaries; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); any: (di) confidential personnel and medical records pertaining to any Employee to the extent such records may not be transferred to Buyer pursuant to applicable Law; (ii) other books and records that the Sellers are required by Law to retain including, without limitation, Tax Returns, taxpayer and other identification numbers, financial statements and corporate or other entity filings provided, that Buyer shall have the right to make copies of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies any portions of such retained books and records of Sellers to the extent that such portions relate to the Business, the Subsidiaries, Business or any of the Purchased Assets Assets; (iii) any information management systems of the Sellers, other than those used in or useful in connection with or related to the Assumed LiabilitiesBusiness; 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) assets of any Employee Plan, which shall be terminated or disposed of prior to the Closing if an Alternative Transaction is implemented; (e) the assets, if any, of Sellers’ set forth in those assets described on Schedule 2.2(e);, and any Contracts and Real Property Leases not listed on Schedule 2.1(b), 2.1(c)(ii) as specifically assumed, all of which assets shall be terminated or disposed of prior to the 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 (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating the Retained Causes of Action set forth on Schedule 2.2(f), subject to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyrestrictions in Section 2.1(g).

Excluded Assets. The Notwithstanding anything contained in Section 2.1 to the contrary, the Endo Companies are not selling, and the Buyers are not purchasing, any assets listed below other than the Transferred Assets, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets of the Endo Companies, all of which shall be retained by Sellers and shall not be transferred to or assumed by either Buyer the Endo Companies (collectively, the “Excluded Assets”): (a) the Endo Companies’ documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Cases or the Canadian Recognition Case, and any cashbooks and records that any Endo Company is required by Law to retain; provided, bank depositshowever, cash equivalents that upon request of Buyers prior to or similar cash items held by members subsequent to the Closing, the Endo Companies will provide Buyers with copies or other appropriate access to the information in such documentation to the extent reasonably related to Buyers’ operation and administration of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditBusiness; (b) except as set forth in Section 2.1(b)(xv), all rights, claims and causes of action to the membership interests and extent relating to any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyExcluded Asset or any Excluded Liability; (c) all shares of Sellers’ claims capital stock or other equity interests of any Endo Company or securities convertible into or exchangeable or exercisable for refunds shares of Taxes set forth on Schedule 2.2(ccapital stock or other equity interests of any Endo Company (other than the Specified Equity Interests); (d) any books and records of Sellers, but not all rights of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books Endo Companies under this Agreement and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesAncillary Agreements; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)all Excluded Contracts; (f) all of the rights and claims of the Endo Companies and their bankruptcy estates in any claims or causes of action that are (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to included in the transactions contemplated by this Agreement, GUC Trust Litigation Consideration; or (ii) lists of prospective purchasers for such transactions compiled by or for Released Claims (each as defined in the benefit of Sellers, Chapter 11 Plan); (iiig) bids submitted by other prospective purchasers the Excluded Regulatory Authorizations; (h) the Canadian Intercompany Receivables; (i) those assets listed in Section 2.2(i) of the Purchased Assets, Disclosure Letter; (ivj) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives all Cash and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Cash Equivalents; and (gk) all rights of Sellers pursuant to this Agreement Intellectual Property, Personal Data and any other Ancillary Agreement to which either one of them is a partyPrivacy Consents exclusively used or held for use in connection with the foregoing clauses (a) through (j).

Excluded Assets. The following assets listed below relating to the business of operating, publishing and distributing the Publications shall be retained by Sellers and shall not be sold, assigned, conveyed, transferred or delivered to or assumed by either Buyer (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held Claims by members of Sellers with respect to the Seller GroupExcluded Assets and liabilities not assumed by Buyer, including cash without limitation all refunds and bank deposits held claims for Tax refunds (except for prepaid Taxes acquired by the Subsidiaries supporting any letters of creditBuyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) the membership interests All contracts of insurance, Tax records and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyTax Returns; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cAll Employee Benefit Programs (as defined in Section 3.13(g)); (d) any books and records of Sellers, but not of The right to use the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and “▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇” and “▇▇▇▇▇▇ Publishing” names and, except for the agreements described in Schedule 3.9, the right to participate in any plan, procedure or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers right that was made available to the Publications by or ▇through ▇▇▇▇▇▇ Communications, or any of their respective representatives with respect its Affiliates (as defined below), including but not limited to any Employee Benefit Program (as defined in Section 3.13(g)); (e) 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 bidsPublications on or prior to the Closing, exclusive of the prospective purchasersrights granted in Section 1.1(g) ; (i) 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 stock and/or membership certificates; (v) the qualifications to transact business as a foreign entity; (vi) the arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers; (vii) other records or similar documents relating to the engagement organization, maintenance and existence of Sellers as limited liability companies and/or corporations; and (vii) any other corporate records relating to the limited liability company and/or corporate organization or activities capitalization (as applicable) of Sellers; (g) All items that are located at the headquarters offices of ▇▇▇▇▇▇ Communications or otherwise not located at the Real Property (as defined in Section 3.10) included in the Acquired Assets except for the data relating to the Publications described in Section 1.1(h) stored on Sellers’ server at the headquarters offices, copies of which will be delivered or transmitted to Buyer in whatever form is reasonably practicable for 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) All tax sharing agreements and management agreements with ▇▇▇▇▇▇ Communications; and (gm) all rights All equity interests in third parties, including but not limited to equity interests of Sellers pursuant to any Seller in any Affiliate of ▇▇▇▇▇▇ Communications; (n) For purposes of this Agreement and Agreement, “Affiliate” of a person means any other Ancillary Agreement 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 which either one any person, means the possession, directly or indirectly, of them is a partythe power to direct or cause the direction of the management and policies of such person, whether through the ownership of securities, by contract or otherwise.

Excluded Assets. The Notwithstanding the foregoing, the following properties, assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer rights (the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (ai) any cashexcept for Register Cash, bank deposits, all cash and cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (bii) all of Seller’s interest in assets, properties, rights, titles and interests which are not used in, useful for or otherwise associated with the membership Business, including assets, properties, rights, titles and interests of Seller’s businesses other than Designs and any all inventory and other Equity Securities assets of Seller located at the retail locations set forth on the attached Excluded Designs Leased Property Schedule and all inventory of finished goods and supplies located at the Warehouse and specifically designated on the attached Excluded Assets Schedule for shipment to such retail locations or in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companytransit to or from such retail locations; (ciii) all accounts receivable owed to Seller or Seller’s Affiliates; (iv) all stock and other ownership interests in Seller; (v) Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating solely to the organization, maintenance and existence of Sellers’ claims for refunds Seller as a corporation (provided that Buyer shall be entitled to receive a copy of Taxes set forth on Schedule 2.2(call such documentation as of the Closing); (dvi) any books claims for and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate rights to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ receive Tax refunds relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Business with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and Tax Returns relating to the Business with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any of the bidsnotes, the prospective purchasersworksheets, the engagement files or activities of ▇▇▇▇▇▇▇documents relating thereto; and (gvii) the Purchase Price and all other rights of Sellers Seller under or pursuant to this Agreement and the Schedules attached hereto and any other Ancillary Agreement agreements entered into by Seller pursuant to which either one of them is a partythis Agreement.

Excluded Assets. The Purchaser shall acquire only the Purchased Assets from the Sellers. In furtherance and not in limitation of the foregoing, the following properties, assets listed below shall be retained by and rights of the Business and the Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”):) shall not be transferred to the Purchaser and, accordingly, are not a part of the Purchased Assets: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditcash equivalents; (b) accounts receivable and unbilled amounts not being acquired by Purchaser hereunder on the membership interests and any other Equity Securities in Quail Nuclear Specialty ServicesFirst Closing Date or the Second Closing Date (collectively, LLCthe “Excluded Accounts Receivable/Unbilled Amounts”), a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companycertain of which are more particularly described under the relevant caption on “List of Excluded Assets” at Exhibit C hereto; (c) all retainage and reserve amounts not being acquired by Purchaser hereunder on the First Closing Date or the Second Closing Date, certain of Sellers’ claims for refunds which are more particularly described under the relevant caption on “List of Taxes set forth on Schedule 2.2(c)Excluded Assets” at Exhibit C hereto; (d) any books and records of Sellers, but other assets not of being acquired by Purchaser hereunder on the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets First Closing Date or the Assumed LiabilitiesSecond Closing Date, certain of which are more particularly described under the relevant caption on “List of Excluded Assets” at Exhibit C hereto; (e) corporate minute books, stockholder records, tax records, personnel records and other books and records of the assetsBusiness, if any, of Sellers’ set forth in Schedule 2.2(e)other than the Business Records; (f) all intellectual property other than the Purchased Intellectual Property; (g) except as provided in Sections 2.1(m) and 2.2(l), all rights (i) agreements under the Sellers’ insurance policies and correspondence between Sellers any rights to refunds due with respect to such insurance policies and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled under or pursuant to all warranties (express or implied), representations and guarantees made by or third parties relating to any Excluded Assets; (h) all invoices and other documentation and records evidencing the Excluded Accounts Receivable/Unbilled Amounts, all purchase orders, invoices and other documentation and records evidencing the Non-Assumed Liabilities and construction drawings and related documents for the benefit of Sellers, (iii) bids submitted projects not covered by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Contracts; and (gi) all rights of Sellers pursuant to under this Agreement and any other Ancillary Agreement to which either one of them is a partyAgreement.

Excluded Assets. The assets listed below Notwithstanding anything herein to the contrary, there shall be retained by Sellers excluded from the sale, conveyance, assignment or transfer from AAR Manufacturing to Buyer hereunder, and the Telair U.S. Assets shall not be transferred include, the following assets and properties (such retained assets and properties are collectively referred to or assumed by either Buyer (herein as the “Excluded Assets”): (a) any cashall (i) cash and cash equivalents, wherever located, including bank deposits, balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of AAR Manufacturing and (iii) investment securities and other short- and medium-term investments of AAR Manufacturing, but in each case excluding (A) escrow monies and funds held by members in trust (other than funds held in trust in connection with Seller Benefit Plans that are Excluded Assets) and (B) security deposits in the possession of the Seller Grouplandlords, including cash utility companies or Governmental Authorities (items (A) and bank deposits held by the Subsidiaries supporting any letters of credit(B) collectively, “Cash Deposits”); (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyOwned Real Property of AAR Manufacturing; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)of any Seller; (d) all Tax Returns (and related work papers and work product) of any books Seller; (e) except as expressly provided in Section 5.4, all Seller Benefit Plans and records of Sellersany funds held in trust in connection with such Seller Benefit Plans; (f) the Seller Trademarks; (g) the Contracts, but not computer hardware, stored data, software and documentation owned or licensed by AAR Manufacturing and listed in Section 2.2(g) of the SubsidiariesSeller Disclosure Letter; (h) any rights or benefits pursuant to any insurance policies of AAR Manufacturing (whether intercompany, provided self-insurance or otherwise); provided, however, that following the Closing, to the extent acceptable to the insurance carriers of Sellers to which the claim applies, Buyer and its Affiliates (including the Business) shall provide Buyers with copies continue to have access to, be entitled to make claims on, cause Sellers or its Affiliates to make a claim on (on behalf of such retained books and records Buyer), be entitled to claim benefits from or seek coverage under occurrence based insurance policies of Sellers that relate to any claim, act, omission, event, circumstance, occurrence or loss related to the BusinessBusiness Assets, the Subsidiaries, the Purchased Assets Transferred Employees or the Assumed LiabilitiesLiabilities that occurred or existed on or prior to the Closing Date, it being understood that Buyer shall be responsible for any deductibles or retentions, as well as any costs or expenses, associated with any such claims; (ei) any causes of action, lawsuits, judgments, claims and demands of any nature of AAR Manufacturing that arose or arise or relate to events that occur prior to, at or following the assetsClosing but only if the same arose, if anyarise out of, or are related to, any of Sellers’ set forth in Schedule 2.2(e)the other Excluded Assets, whether arising by way of counterclaim or otherwise; (fj) all any governmental licenses, permits and approvals of AAR Manufacturing, including Environmental Permits, that (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating do not exclusively relate to the transactions contemplated Business or (ii) exclusively relate to the Business but their transfer is not permitted by this AgreementLaw; (k) any Books and Records of AAR Manufacturing (i) to the extent they relate to the businesses of AAR Manufacturing or any of its Affiliates (other than the Business); (ii) that AAR Manufacturing or any of its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (l) any other assets or rights listed in Section 2.2(l) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such assets shall be transferred, prior to Closing, from the applicable Acquired Company or the Satair JV to AAR International or such other entity as directed by AAR International, with such transfer being characterized by the parties hereto as a distribution made prior to the Effective Time. Notwithstanding anything herein to the contrary, in accordance with Section 2.4 Buyer shall pay AAR International for any and all cash, cash equivalents and cash items that are held by any Acquired Company or the Satair JV at the Closing (such amount expressed in U.S. Dollars regardless of its current currency or form, the “Closing Cash Amount”), which amounts shall be subject to adjustment pursuant to Section 2.6; provided that for purposes hereof (i) the “Closing Cash Amount” shall be reduced by the aggregate balance of all outstanding checks as of the Closing, (ii) lists with respect to cash and cash equivalents of prospective purchasers for the Satair JV, only 70.5% of such transactions compiled by or for cash and cash equivalents shall be included in the benefit calculation of Sellers, the “Closing Cash Amount,” (iii) bids submitted by other prospective purchasers only 65% of the Purchased Assets, aggregate amount of such cash and cash equivalents held in bank accounts in Germany as of the Closing in excess of $2,000,000 shall be included in the calculation of the “Closing Cash Amount,” and (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any only 65% of the bids, aggregate amount of such cash and cash equivalents held in bank accounts in Norway and Sweden as of the prospective purchasers, Closing in excess of $1,500,000 shall be included in the engagement or activities calculation of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe “Closing Cash Amount.”

Excluded Assets. The assets listed below Acquired Assets shall not include any of the following assets, properties and rights of Transferor, all of which shall be deemed retained by Sellers and shall not be transferred to or assumed by either Buyer Transferor (the “Excluded Assets”): (a) any cash, bank deposits, all cash and cash equivalents or similar cash items held by members of the Seller Groupand marketable securities, including cash other than those specified in Sections 2.01(a) and bank deposits held by the Subsidiaries supporting any letters of credit2.01(b); (b) the membership interests and any other Equity Securities Letter of Credit Collateral (but subject to the obligation with regard to the Letter of Credit Collateral specified in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySection 8.08); (c) all minute books, stock records and corporate seals of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Transferor; (di) the right to be reimbursed for any books Advances made by the Transferor prior to the Closing Date, (ii) those loans receivables that are being held for investment rather than being held for sale to the Agencies, which are listed in Schedule 2.02(d)(ii), (iii) all Servicing Rights and records all rights to receive Servicing Fees with respect to Mortgage Loans that have been foreclosed or have been assigned to special asset management, or its equivalent, of Sellersany Agency prior to the Closing Date, but not which are listed on Schedule 2.02(d)(iii), or are moved into that category between the date of this Agreement and the Closing Date, and (iv) all rights to receive Servicing Fees allocable to periods before the Closing Date, with any Servicing Fees paid with regard to periods that begin before and end after the Closing Date being allocated between Transferor and Acquiror on the basis of the Subsidiaries, provided number of days in the period in which the fees relate that Sellers shall provide Buyers are before or after the Closing Date (with copies of such retained books and records of Sellers any sums that relate are paid to Acquiror on or after the Business, Closing Date but are allocable to periods before the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesClosing Date to be remitted by Acquiror to Transferor); (e) other than those described in Section 2.01(q) and subject to Section 2.01(o), all insurance policies and rights thereunder, including all insurance proceeds that Transferors have a right to receive as of the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Closing Date; (f) originals or copies of all (i) agreements Books and correspondence between Sellers and ▇▇▇▇▇▇▇ relating Records existing as of the Closing Date that Transferor is required by Law to retain in its possession, or that Transferor reasonably determines it may need in connection with the preparation or audits of Tax Returns, the preparation of financial statements, the conduct of litigation or involvement in governmental investigations, or for other purposes related to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or ongoing activities of ▇▇▇▇▇▇▇; andTransferor or its Affiliates (so long as the use of such Books and Records does not violate any non-competition obligations of Transferor or its Affiliates), provided, that Acquiror is provided with the originals or complete copies thereof; (g) all claims for and rights to refunds of Taxes that relate to periods ending prior to the Closing Date or the conduct of the Business prior to Closing Date; (h) all rights in connection with, and assets of, Benefit Plans; (i) all rights of Sellers pursuant to Transferor under this Agreement and any other Ancillary Agreement the Transaction Documents; (j) all claims of Transferor against Third Parties relating to which either one Retained Liabilities; and (k) all of them is a partythe Contracts, assets, rights and claims described in Schedule 2.02(k).

Excluded Assets. The Parties expressly understand and agree that, other than the Purchased Assets, none of the assets listed below and properties (of any kind or nature) of Seller or any of the Retained Subsidiaries shall be sold, conveyed, transferred or assigned to Buyer, which assets and properties shall instead be retained by Sellers Seller and shall not be transferred to or assumed by either Buyer the Retained Subsidiaries (all such assets, the “Excluded Assets”), including the following (it being acknowledged and agreed that nothing in this Section 3.03 shall be construed as expanding or augmenting the definition of Purchased Assets in any way by implication or otherwise): (a) any cash, bank deposits, cash equivalents all assets of every kind and nature used in the Retained Business or similar cash items held by members otherwise not used in the Business as conducted as of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditInitial Closing Date; (b) all bank accounts of Seller and of any of the membership interests Retained Subsidiaries and all cash and cash equivalents related to the Business to the extent on deposit in such bank accounts or in Seller’s possession in transit to any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companysuch bank account; (c) all accounts receivable and other receivables of Sellers’ claims Seller or any of the Retained Subsidiaries, whether or not related to the Business, including, for refunds the avoidance of Taxes set forth on Schedule 2.2(c)doubt, credit card accounts receivable generated by the Business for products or services provided prior to the Initial Closing Date or for the sale of the Redeemable Gift Cards; (d) any books all rights, privileges and records of Sellers, but not of claims under the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesShared Contracts; (e) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the assets, if any, of Sellers’ extent set forth in Schedule 2.2(e)Section 6.13; (f) all corporate records and other documents, books, records, customer lists, and databases other than the Business Records, all employee records and files not relating exclusively to the Business Employees or the transfer of which is prohibited by applicable Law; (g) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be provided pursuant to the Transition Services Agreement; (h) all Intellectual Property Rights other than the Transferred Business Intellectual Property; (i) agreements all of the Employee Plans and correspondence between Sellers and ▇▇▇▇▇▇▇ assets relating to the Employee Plans, except as expressly set forth in Section 8.01(h); (j) all real property (or interest therein); (k) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (l) all Property Tax refunds with respect to the Purchased Assets and all claims, rights or interests in or to any refunds, credits, rebates, abatements or other recovery for Taxes (in each case to the extent such Property Taxes or other Taxes are Pre-Closing Taxes and were paid prior to the Initial Closing or, if paid following the Initial Closing, to the extent paid or indemnified by Seller or the Retained Subsidiaries), and any other Tax assets of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof), in each case together with any interest received thereon or penalty rebate arising therefrom, reduced by any Taxes, professional fees or other costs of the Buyer or any of its Affiliates (including the Purchased Subsidiaries) reasonably attributable to or reasonably incurred or to be reasonably incurred or to be incurred as a result of or in connection with obtaining such refund; (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) lists of prospective purchasers for such transactions compiled by or for all documents subject to the benefit of Sellers, attorney-client privilege and work-product protection described in subsection (i); and (iii) bids submitted all documents maintained by other prospective purchasers Seller in connection with the transactions contemplated by this Agreement; (n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased AssetsRetained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (ivo) analyses by or for the benefit Personal Information in respect of Sellers of any bids submitted by any prospective purchasercustomers, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇except as expressly provided in Section 6.19; and (gp) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythose assets listed on Schedule 3.03(p).

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding the foregoing, the Purchased Assets shall not be transferred to or assumed by either Buyer include, Purchaser shall not purchase, and Seller shall retain, all assets of Seller not included in the definition of the Purchased Assets, including the following assets (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash Cash and bank deposits held by the Subsidiaries supporting any letters of creditCash Equivalents; (b) the membership interests accounts and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companynotes receivable held by Seller listed on Schedule 2.2(b); (c) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of Sellers’ claims for refunds recovery, rights of Taxes set forth on Schedule 2.2(c)set-off, rights of recoupment, deposits, charges, sums and fees; (d) all Contracts (i) to which Seller is a party or by which Seller or any of its properties or assets may be bound that are not IP Licenses, Assumed Purchase Orders or Assigned Contracts or (ii) listed on Schedule 2.2(d) (collectively, the “Excluded Contracts”); (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller; (f) all Employee Benefit Plans and records of Sellersassets attributable thereto; (g) the rights which accrue or will accrue to Seller under this Agreement, but not of the SubsidiariesAncillary Agreements and the transactions contemplated thereby; (h) all insurance benefits to Seller, provided that Sellers shall provide Buyers with copies of such retained books including rights and records of Sellers that relate proceeds, arising prior to the Closing from or relating to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (ei) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business and actions or omissions prior to the Closing, whether arising by way of counterclaim or otherwise; (j) all interests in and to refunds of Taxes relating to Pre-Closing Tax Periods or the Excluded Assets; (k) the assets, if anyproperties, of Sellers’ and rights specifically set forth in on Schedule 2.2(e); (f2.2(j) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Seller Disclosure Schedule; and (gl) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyassets used exclusively or primarily in Seller’s Other Businesses.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary set forth in this Agreement, the Purchased Assets do not include the following assets, properties and shall not be transferred to or assumed by either Buyer rights of Seller (collectively, the “"Excluded Assets”"): (a) any cashThe tangible property and assets of Seller set forth on Schedule 2.2(a), bank depositsand all intangible assets, cash equivalents or similar cash items held by members claims and rights of Seller that principally relate to the Seller GroupExcluded Business, including cash (i) any accounts receivable, notes receivable, deposits and bank deposits held by prepaid expenses principally relating to the Subsidiaries supporting any letters of creditExcluded Business, (ii) all goodwill associated with the Excluded Business, and (iii) all rights under Contracts principally relating to the Excluded Business, including the intangible assets listed on Schedule 2.2(a); (b) Any cash or other assets held by Seller as custodian, trustee or otherwise on behalf of customers of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyExcluded Business; (c) all Any positive cash balances, cash equivalents (other than accounts receivables) or marketable securities of Sellers’ claims Seller (which, for refunds the avoidance of Taxes set forth on Schedule 2.2(cdoubt, does not include any Custodial Deposits); (d) All ownership and other rights with respect to any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSeller Benefit Plan; (e) the assets, if any, of Sellers’ set forth in All Permits held by or issued to Seller that are not listed on Schedule 2.2(e2.1(b); (f) all The charter documents, minute books, stock ledgers, accounting books and records, Tax Returns, books of account and other constituent records relating to the corporate organization of Seller; (g) The rights that accrue to Parent and Seller under this Agreement; (h) Any equity interests in any Person; (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this AgreementAll causes of actions, judgments, claims or demands of whatever kind or description that Seller has or may have against any Person; (iij) lists All bank accounts of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers Seller other than Buyersthe Customer-Related Bank Accounts, and including the bank accounts set forth on Schedule 2.2(j); (vik) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Any income Tax refunds that relate to Taxes incurred with respect to any the Purchased Assets and that are allocable to a Pre-Closing Tax Period; (l) All assets of Seller related principally to the bids, Excluded Business that are acquired in the prospective purchasers, Ordinary Course of Business on or after the engagement or activities of ▇▇▇▇▇▇▇date hereof; and (gm) all Those assets, properties and rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyset forth on Schedule 2.2(m).

Excluded Assets. The assets listed below Assets shall be retained by Sellers and shall not be transferred to or assumed by either Buyer exclude the following (collectively, the “Excluded Assets”): (a) any All of each of the Operating Sellers’ cash, bank deposits, cash equivalents or and deposits, all interest payable in connection with any such items and rights in and to bank accounts, marketable and other securities and similar cash items held by members investments of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditOperating Sellers; (b) the membership interests Any insurance policies, promissory notes, amounts due to any Operating Seller from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any other Equity Securities cash surrender value in Quail Nuclear Specialty Servicesregard thereto; provided, LLCthat in the event the Operating Sellers are obligated to assign to Buyer the proceeds of any such insurance policy or to cause the assignment of such proceeds at the time a Closing occurs under Section 6.3, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companysuch proceeds shall be included in the Assets; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Any Employee Plan; (d) any books and records All Tangible Personal Property disposed of Sellers, but not or consumed in the Ordinary Course of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesBusiness as permitted by this Agreement; (e) All Tax Returns and supporting materials (including Tax software), all original financial statements and supporting materials, all books and records that the assetsOperating Sellers are required by law to retain (provided that copies of the same are provided to Buyer), if any, all of the Operating Sellers’ set forth in Schedule 2.2(e)organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of the Operating Sellers relating to the sale of the Assets and all records and documents related to any assets excluded pursuant to this Section 2.2; (f) all Any interest in and to any claims for refunds, credits, rebates and abatements of federal, state, or local franchise, income, or other Taxes for periods (or portions thereof) ending on or prior to the Closing Date and any net operating losses of Sellers; (g) Any Contracts which are not Assumed Contracts; (h) All rights of Sellers under or pursuant to this Agreement (or any other agreements contemplated hereby); (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (iiThe assets listed on Schedule 2.2(i) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇hereto; and (gj) all rights All shares of capital stock, partnership interests, interests in limited liability companies or other equity interest, including, but not limited to, any options, warrants or voting trusts relating thereto which are owned by the Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partynot expressly specified in Section 2.1.

Excluded Assets. The Notwithstanding any other provision of this Agreement to the contrary, Buyer expressly understands and agrees that Seller and its Retained Subsidiaries will retain and not sell, convey, transfer and assign to Buyer or any of its Affiliates (either directly or indirectly through sale of the Shares pursuant to Section 2.01) any of the following assets listed below and properties of Seller or its Subsidiaries or any other asset that is not a Purchased Asset, as the same shall be retained by Sellers and shall not be transferred exist immediately prior to or assumed by either Buyer the Closing (collectively, the “Excluded Assets”):), and Buyer expressly understands and agrees that any Excluded Assets owned or held by the Purchased Companies shall be assigned to Seller or one of its Affiliates prior to the Closing. (a) any cashall Cash, bank deposits, cash equivalents or similar cash items held by members of excluding the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditBusiness Cash; (b) insurance policies relating to the membership interests Business and any other Equity Securities in Quail Nuclear Specialty Servicesall claims, LLCcredits, a Texas limited liability companycauses of action or rights thereunder, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyexcluding the insurance policies set forth on Section 2.02(p) of the Disclosure Schedule; (c) (i) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, including all analyses relating to the Business, Seller or any prospective purchaser of the Business or any of their Affiliates so prepared or received (which, for the avoidance of doubt, includes Tax Returns, Tax reports and Tax books and records related to Taxes of the Seller Group), (ii) confidentiality agreements with prospective purchasers of the Business or any portion thereof (except that Seller shall, to the extent it is able, assign to Buyer at the Closing all of Sellers’ claims for refunds Seller’s rights under such agreements to confidential treatment and limited use of Taxes set forth on Schedule 2.2(c)information with respect to the Business and with respect to solicitation and hiring of Continuing Employees) and all bids and expressions of interest received from third parties with respect thereto; (iii) all privileged materials, documents and records that are not exclusively related to the Business and (iv) all minute books and corporate records of Seller and the Retained Subsidiaries; (d) all rights of Seller or any books and records of Sellers, but not its Affiliates arising under this Agreement or any of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets other Transaction Documents or the Assumed Liabilitiestransactions contemplated hereby or thereby; (e) the assets, if any, of Sellers’ set forth any assets relating to any Seller Plan (except as contemplated above in Schedule 2.2(eSection 2.02(q)); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating Tax Attributes allocated to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect a Retained Subsidiary pursuant to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andSection 8.03(a); (g) all Tax refunds or credits in lieu of refunds (including, in the case of any refund actually received, any interest thereon actually received from a Taxing Authority) with respect to any Tax or Tax Attribute allocated to Seller under Section 8.02 and Section 8.03; (h) the Retained Business; (i) other than the Business IP Contracts and Business IT Software Contracts, all Contracts with respect to Intellectual Property Rights (including all IT Software Contracts); (j) other than the Owned Business Intellectual Property Rights, all Intellectual Property Rights owned by Seller or any of its Subsidiaries (the “Retained Intellectual Property Rights”); (k) other than the Business IT Assets, all Information Technology Assets owned by, or licensed or leased to, Seller or any of its Subsidiaries; and (l) the other assets, properties and rights (including Contracts) listed in Section 2.03(h) of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Disclosure Schedule.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary in Section 1.2 or any other provision contained herein, the Company shall not be transferred sell, convey, assign, transfer or deliver to Buyer, and Buyer shall not purchase or assumed by either Buyer acquire from the Company, the following assets of the Company (collectively, the “Excluded Assets”): ): (a) any cashContracts listed on Schedule 1.3(a) (collectively, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; “Excluded Contracts”); (b) all Contracts and policies related to insurance of the membership interests Company, including any prepaid insurance assets and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited extended period insurance policies purchased by the Company to provide the Company with extended period liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; insurance coverage following the Closing Date; (c) the capital stock and corporate entity of the Company and all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); corporate charters, minute books, stock ledgers and stock certificates related to the Company; (d) any books and records of Sellers, but not all rights to: (1) Tax refunds of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Company related to Taxes paid or accrued by the Company prior to the Business, Closing; and (2) Tax credits of the Subsidiaries, Company related to Taxes paid or accrued by the Purchased Assets or Company prior to the Assumed Liabilities; Closing; (e) the assets, if any, of Sellers’ except as otherwise set forth in Schedule 2.2(e); herein, all Tax Returns and all Tax records related to Taxes paid or accrued by the Company prior to the Closing; (f) all originals of the Company’s financial books, records and files; provided, however, that: (iI) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating copies of the foregoing for the immediately preceding five (5) years prior to the transactions contemplated by this AgreementClosing Date shall constitute Purchased Assets; and (II) the originals of any books, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers records and files related to any audit of the Company’s Financial Statements (and other historical financial results of the Company prior to the Closing) shall constitute Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights Employee Plans/Agreements; provided, however, that copies of Sellers the Employee Plans/Agreements and copies of all books and records related to Transferred Employees shall constitute Purchased Assets; (h) the Bank Accounts and any investment accounts, other than: (i) the cash contained in the Bank Accounts as of the date hereof necessary to cover all outstanding, un-cleared checks or drafts from the Bank Accounts as of the Closing Date pursuant to this Agreement Section 5.12(a); and (ii) the Company’s and any Shareholder’s beneficial interest in, to and under the Bank Accounts that the Company and the Shareholders will transfer to Buyer at the Closing pursuant to Section 5.12(a); (i) causes of action, claims, demands, rights and privileges against third parties to the extent relating to the Excluded Assets or the Excluded Liabilities; (j) those other Ancillary Agreement assets described on Schedule 1.3(b); and (k) except as otherwise set forth in Section 1.3(h), above, any cash or cash equivalents or securities, whether on hand, in banks or in transit and whether or not relating to which either one of them is a partythe Business.

Excluded Assets. The Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the Assets shall not include the following assets listed below along with all rights, title and interest therein which shall be retained by Sellers and shall not be transferred referred to or assumed by either Buyer (as the “"Excluded Assets”):": (a) any 1.2.1 all cash, bank deposits, cash equivalents or similar cash items held by members type investments of Seller, such as certificates of deposit, Treasury bills and other marketable securities on hand and/or in banks; 1.2.2 all tangible and intangible personal property disposed of or consumed in the ordinary course of business between the date of this Agreement and the Closing Date, or as permitted under the terms hereof; 1.2.3 all Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business or as permitted hereunder; 1.2.4 Seller's corporate seal, minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Seller and duplicate copies of such records as are necessary to enable Seller to file its tax returns and reports as well as any other records or materials relating to Seller generally and not involving specific aspects of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditStations's operation; 1.2.5 Contracts of insurance and all insurance proceeds or claims made by Seller relating to property or equipment repaired, replaced or restored by Seller prior to the Closing Date; 1.2.6 any and all other claims made by Seller with respect to transactions prior to the Closing Date and the proceeds thereof; 1.2.7 all pension, profit sharing or cash or deferred (bSection 401(k)) plans and trusts and the membership interests assets thereof and any other Equity Securities in Quail Nuclear Specialty Servicesemployee benefit plan or arrangement and the assets thereof, LLCif any, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companymaintained by Seller or its parent organization; 1.2.8 any and all accounts and notes receivable created on or prior to the Revenue Cut-Off Date (c) all the "Excluded Receivables"; without limiting the generality of Sellers’ claims for refunds the foregoing, it is understood and agreed that Excluded Receivables shall include commission receipts from tour events at venues at which performances have taken place on or prior to the Revenue Cut-Off Date, regardless of Taxes set forth on Schedule 2.2(cthe actual date of receipt of such commission receipts);; and (d) 1.2.9 any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyforegoing.

Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (For purposes of this Agreement, the “Excluded Assets”): ” means (ai) Seller’s cash and cash-equivalents as of the Closing Date (as defined in Section 1(c)) and any securities and similar investments, whether marketable or unmarketable; (ii) any cashand all insurance policies, bank depositsbonds, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) the membership interests credit and other similar items and any other Equity Securities in Quail Nuclear Specialty Servicesrights and claims thereunder; (iii) any and all claims and rights of any nature whatsoever for any period prior to the Closing Date, LLCincluding, a Texas limited liability companywithout limitation, any and all claims against former employees or agents of Seller relating to any third-party reimbursements due to Seller for any period prior to the Closing Date, and Cinco Pipe & Supplyany and all claims, LLCrights and interests in and to any refunds for taxes or fees of any nature whatsoever for any period prior to the Closing Date; (iv) Seller’s business certificates and partnership records (except to the extent relating to the Broadband Business); (v) Seller’s employee records and records relating to pensions and benefit plans, a Delaware limited liability company; (cvi) Seller’s trademarks, trade names, service marks, service names, logos, websites and similar proprietary rights; (vii) all of Sellers’ claims for refunds of Taxes rights accruing to Seller under this Agreement; (viii) all programming agreements other than those set forth on Schedule 2.2(c1(b)(viii); , provided, that Purchaser shall be entitled to designate as an Excluded Asset any of such agreements set forth on Schedule 1(b), by giving Seller written notice thereof at least thirty (d30) any books and records of Sellersdays prior to Closing; (ix) Seller’s accounts receivable for services relating to the Broadband Business, including, but not limited to, Seller’s pro-rata portion of its accounts receivable for the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ services relating to the transactions contemplated by this Agreement, Broadband Business which were provided during the calendar month in which the Closing occurs (iiwhich is acknowledged to be based on the numbers of days in such month prior to the Closing) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of provided that any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives accounts receivable with respect to any services provided in connection with the Broadband Business which remain uncollected sixty days after invoices are mailed or 60 days after the Closing, whichever shall occur later, shall become the property of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Purchaser); and (gx) all rights telephone wire; (xi) all assets of Sellers pursuant to this Agreement Seller identified on Schedule 1(b)(xi); and any (xii) all other Ancillary Agreement to which either one assets of them is a partySeller other than the Sale Assets.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary in this Agreement, the following assets, rights, properties and shall not be transferred to or assumed by either Buyer interests of the Seller (collectively, the “Excluded Assets”):) are excluded from the Sale, shall be retained by the Seller Parties, and shall not constitute Purchased Assets transferred to the Buyer: (a) any cashthe corporate seals, bank depositsorganizational documents, cash equivalents minute books, stock books, Tax Returns (as defined in Section 3.11(s)), books of account or similar cash items held by members other records having to do with the organization of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) all Employee Benefit Plans (as defined in Section 3.12(g)) and assets attributable thereto, all insurance policies of the membership interests Seller (provided, however proceeds of insurance policies which relate to claims based on events occurring prior to the Closing shall not be an Excluded Asset to the extent that such proceeds cover an Assumed Liability) and any other Equity Securities all personnel records that Seller is required by applicable Law to retain in Quail Nuclear Specialty Services, LLC, its possession and not transfer to a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companythird party; (c) all of Sellers’ claims for refunds of Taxes the Intellectual Property set forth on Schedule 2.2(c1.2(c) (the “Excluded Intellectual Property Assets”); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to tangible personal property set forth on Schedule 1.2(d) (the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities“Excluded Tangible Personal Property”); (e) the additional assets, if anyrights, of Sellers’ properties and interests set forth in on Schedule 2.2(e1.2(e); (f) the Contracts set forth on Schedule 1.2(f) (the “Excluded Contracts”); (g) the rights which accrue or will accrue to the Seller under this Agreement and the Ancillary Documents (as defined in Section 4.2), and all monies to be received by Seller from Buyer under this Agreement (without prejudice to Buyer’s right to recoupment or offset thereof as set forth elsewhere herein or as otherwise permitted by Law); (h) the newly created bank account of the Seller that has been established prior to the Closing Date to receive the payment of the Purchase Price from the Buyer (the “Excluded Seller Bank Account”); (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers rights of the Purchased AssetsSeller in, to and under all Contracts related to any Excluded Asset or Excluded Liability and all claims, rights or causes of action related to any Excluded Asset or Excluded Liability. (ivj) analyses Seller’s rights to any refunds in respect of Taxes or other charges imposed by Governmental Authorities which are Excluded Liabilities pursuant to Section 1.4(d), or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Excluded Assets; and (gk) all any claims, refunds, causes of action, choses in action, rights against any third party (including insurance carriers), rights of Sellers pursuant set-off and indemnification and all other rights and assets of every kind and nature to this Agreement and any other Ancillary Agreement the extent they solely relate to which either one of them is a partythe Excluded Assets or the Excluded Liabilities.

Excluded Assets. The assets listed below Assets shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (exclude the “Excluded Assets”):following: (a) any Sellers’ cash, bank deposits, cash equivalents or and deposits, all interest payable in connection with any such items and rights in and to bank accounts, marketable and other securities and similar cash items held by members investments of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSellers; (b) the membership interests any insurance policies, promissory notes, amounts due to Sellers from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any other Equity Securities cash surrender value in Quail Nuclear Specialty Servicesregard thereto; provided, LLCthat in the event any Seller is obligated to assign to Buyer the proceeds of any such insurance policy at the time the Closing occurs under Section 6.3, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companysuch proceeds shall be included in the Assets; (c) any pension, profit-sharing, or employee benefit plans, including all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cinterest in any Welfare Plan, Pension Plan or Benefit Arrangement (each as defined in Section 3.14(a)); (d) any books and records all Tangible Personal Property disposed of Sellers, but not or consumed in the ordinary course of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate business to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesextent permitted by this Agreement; (e) the assetsall Tax Returns and supporting materials, if anyall original financial statements and supporting materials, all books and records that Sellers are required by law to retain, all of Sellers’ set forth in Schedule 2.2(e)organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of Sellers relating to the sale of the Assets and all records and documents related to any assets excluded pursuant to this Section 2.2; (f) any interest in and to any refunds of federal, state, or local franchise, income, or other taxes for periods (or portions thereof) ending on or prior to the Effective Time; (g) all Accounts Receivable; (h) all rights and claims of Sellers whether mature, contingent or otherwise, against third parties relating to the Assets of the Stations, arising out of events occurring prior to the Effective Time, whether in tort, contract or otherwise, other than rights and claims against third parties relating to the Assets which have as their basis loss, damage or impairment of or to any of the Assets and which loss, damage or impairment has not been restored or repaired prior to the Closing (or in the case of a lost asset, that would have been acquired but for such loss); (i) any Contracts which are not Assumed Contracts; (j) all of each Seller’s deposits and prepaid expenses; provided, any deposits and prepaid expenses shall be included in the Assets to the extent that Sellers receive a credit therefor in the proration of the Purchase Price pursuant to Section 2.3(b); (k) all rights of Sellers under or pursuant to this Agreement (or any other agreements and correspondence between Sellers and contemplated hereby); (l) all rights to the names “S▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or Broadcast Group,” “S▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or Communications,” “S▇▇▇▇▇▇▇,” “S▇▇▇▇▇▇▇ Media” and any logo or variation thereof and goodwill associated therewith; (m) the Excluded Tangible Personal Property; (n) all assets owned by the Sellers, Parent or any Affiliate of their respective representatives with respect to Parent, other than the Assets and the Stations; (o) all shares of capital stock, partnership interests, interests in limited liability companies or other equity interest, including, but not limited to, any of the bidsoptions, the prospective purchasers, the engagement warrants or activities of ▇▇▇▇▇▇▇voting trusts relating thereto which are owned by Sellers; and (gp) all rights intercompany accounts receivable and intercompany accounts payable of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySellers.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding the foregoing Section 1.1(a), the following properties, assets, rights and shall not be transferred to or assumed by either Buyer interests (the “"Excluded Assets”):") are expressly excluded from the purchases and sales contemplated hereby and, as such, are not included in the Purchased Assets: (ai) any cash, bank depositscash equivalents, cash equivalents or certificates of deposit, marketable securities and similar cash items held by members of items, other than the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditCash on Hand; (bii) the membership interests and any other Equity Securities in Quail Nuclear Specialty ServicesConstating Documents, LLC, qualifications to conduct business as a Texas limited liability foreign company, arrangements with registered agents relating to foreign qualifications, taxpayer and Cinco Pipe & Supplyother identification numbers, LLCseals, minute books, stock transfer books and blank stock certificates and other documents relating to the organization, maintenance and existence of Seller as a Delaware limited liability companycorporation; (ciii) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cincome Tax Returns relating to the Business and any notes, worksheets, files or documents relating thereto (subject to Buyer's right to copies thereof); (div) rights of Seller under or pursuant to any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesTransaction Document; (ev) all Books and Records that Seller is required by Law to retain, subject to the (vi) capital stock or other equity interests of Seller; (vii) subject to Section 6.8, claims for and rights to receive Tax refunds relating to (viii) insurance policies and associated prepayments and rights of recovery; (ix) all Contracts between Seller, on the assetsone hand, if anyand any Affiliate of Seller or any Principal, of Sellers’ on the other hand; (x) except as set forth in Schedule 2.2(e)the Transition Services Agreement, any Employee Benefit Plan and assets and rights under and with respect thereto; (fxi) except as set forth in the Transition Services Agreement, all rights and title of the Seller to the Great Plains accounting software and data used by the Seller; (xii) except as set forth in the Transition Services Agreement, all rights and title of the Seller to Ceridian payroll software and data used by the Seller; (xiii) except as set forth in the Transition Services Agreement, all rights of the Seller to use the Head Office/Warehouse; (xiv) all tangible assets located at the Head Office/Warehouse, other than (i) agreements the Inventories located at the Head Office/Warehouse, and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for tangible personal property described in the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Head Office/Warehouse Tangible Property Schedule; and (gxv) all rights of Sellers pursuant to this Agreement other assets, properties and any other Ancillary Agreement to which either one of them is a partyContracts specifically set forth on the Excluded Assets Schedule.

Excluded Assets. The Purchased Assets shall only include the assets listed below shall be retained by Sellers set forth in Section 2.2 and Section 2.3 and Section 2.4, and shall not be transferred to include any other asset of Seller or assumed by either Buyer (its bankruptcy estate, or the assets of Parent and its bankruptcy estate, including, without limitation, the following “Excluded Assets”):: (a) any cashall cash and cash equivalents (including the Purchase Price) or similar investments, bank depositsaccounts, cash equivalents or similar cash items held by members commercial paper, certificates of the Seller Groupdeposit, including cash Treasury bills and bank deposits held by the Subsidiaries supporting any letters of creditother marketable securities; (b) the membership interests all accounts receivable and any other Equity Securities in Quail Nuclear Specialty Servicesreceivables, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companywhether or not billed; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cSeller’s credits, prepaid expenses, deferred charges, advance payments, security deposits (other than security deposit under the Lease), returns to and rebates from vendors, and prepaid items arising prior to the Closing; (d) any books all other tangible property (other than Inventory, Equipment, Intellectual Property and records of SellersBusiness Records) and all warranties and guarantees, but not of the Subsidiariesif any, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate express or implied, in connection therewith to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities;extent transferable (e) the assets, if any, rights of Sellers’ set forth in Schedule 2.2(e)Seller under this Agreement and all cash and non-cash consideration payable or deliverable to Seller under this Agreement; (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating rights which accrue or will accrue to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ Seller under this Agreement or any of their respective representatives document executed and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; anddelivered in connection herewith; (g) all rights to refunds or recoupment of Sellers pursuant taxes of the Seller for periods ending on or before the Closing Date; (h) all of Seller’s corporate and tax books and records, including, without limitation, the corporate charter, seals, minute books, stock transfer books and other documents relating exclusively to this Agreement the organization and existence of the Seller as a limited liability company and accounts receivable records (excluding Business Records, provided Seller and its bankruptcy trustee shall have the right to copy (at the expense of Seller or such trustee, as applicable) any Business Records for Trustee’s business purposes); (i) all causes of action belonging to Seller or its bankruptcy estate, including, but not limited to, any causes of action (i) against any Affiliates of Seller, and/or (ii) arising under Chapter 5 of the Bankruptcy Code; (j) all materials subject to any attorney-client or other Ancillary Agreement to privilege as well as any information concerning employees, the disclosure of which either one would violate an employee’s reasonable expectation of them is a partyprivacy; and (k) all insurance policies and all rights thereunder.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding the foregoing, the Oil and Gas Assets shall not be transferred to or assumed by either Buyer include, and there is excepted, reserved and excluded from the transaction contemplated hereby, the following (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditPurchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit, bank accounts and other bank deposits as of the membership interests Closing Date, in each case, excluding the Suspense Funds, and any other Equity Securities item described in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySchedule 2.2(b); (c) all trade credits, accounts receivable, note receivables, take or pay amounts receivable, and other receivables attributable to the Oil and Gas Assets with respect to any period of Sellers’ claims for refunds time prior to the Effective Time; Table of Taxes set forth on Schedule 2.2(c);Contents (d) any books and records of Sellersall Hydrocarbons produced from or attributable to the Properties prior to the Effective Time, but not including marketable Hydrocarbons produced from or attributable to the Properties in storage tanks as of the SubsidiariesEffective Time, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to Hydrocarbons past a custody transfer point at the BusinessEffective Time, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesand all proceeds attributable thereto; (e) the assets, if any, any shares of capital stock or other equity interest of any Seller or any of Sellers’ set forth in Schedule 2.2(e)Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (f) all (i) agreements minute books, stock ledgers, corporate seals and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit stock certificates of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and; (g) all (i) corporate, financial, Tax and legal records of any Seller that relates to such Seller’s business generally (excepting the same to the extent relating to the Assumed Liabilities and the Oil and Gas Assets) and (ii) books, records and files that relate to any Excluded Assets; (h) all Excluded Leases and all Excluded Mineral Interests; (i) all Excluded Contracts; (j) all Excluded Surface Interests; (k) all rights to any refunds of Taxes (or other related costs or expenses) that are borne by or the responsibility of any Seller or attributable to any Tax asset of any Seller; (l) any refunds due to any Seller by a third party for any overpayment of rentals, royalties, excess royalty interests or production payments attributable to the Oil and Gas Assets with respect to any period of time prior to the Effective Time; (m) subject to Section 8.9(b), all insurance policies and rights to proceeds thereof; (n) all Permits and pending applications therefor to the extent related to any other Excluded Asset or the Excluded Liabilities; (o) all prepayments, good faith and other bid deposits submitted by any third party under the terms of the Bidding Procedures Order; (p) all claims, refunds, abatements, variances, allocations, causes of action, claims for relief, choses in action, rights of Sellers pursuant recovery, rights of set-off, rights of indemnity, contribution or recoupment, counter-claims, cross-claims and defenses of any Seller other than those constituting Oil and Gas Assets; (q) all rights, claims or causes of action by or in the right of a Seller against any current or former director or officer of a Seller; (r) the Avoidance Actions; (s) all claims and causes of action of any Seller (i) arising from acts, omissions, or events, or damage to this Agreement and or destruction of property occurring prior to the Effective Time, or (ii) affecting any of the other Ancillary Agreement to which either one of them is a party.Excluded Assets;

Excluded Assets. The Notwithstanding the provisions of Section 1.01, it is hereby expressly acknowledged and agreed that the Purchased Assets will not include: (a) the rights which accrue or will accrue to Seller under this Agreement and the other Transaction Documents; (b) Seller’s Cash Equivalents; (c) any intercompany receivables of Seller; (d) any of Seller’s Tax refunds, Tax prepayments, Tax assets listed below shall be retained or Tax credits (i) to the extent unrelated to the InStaff Business or the Purchased Assets, and (ii) relating to the operation of the InStaff Business or the Purchased Assets for Pre-Closing Tax Periods; (e) any Employee Benefit Plans; (f) any Tax records, Tax Returns, Tax audit information and financial statements and documents related thereto; (g) the organizational documents, minute books, stock books, books of account or other records having to do with the organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Staff Employees, and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law or is required by Sellers applicable Law to retain; (h) any assets used by Seller to provide operational, day-to-day services to Seller’s subsidiaries and/or Affiliates to the extent not primarily used or related to the InStaff Business, including for the avoidance of doubt, the Shared Services (as defined therein) provided by Seller and shall not be transferred its Affiliates to or assumed Buyer following the Closing pursuant to the Shared Services Agreement, (i) any equity interests held by either Buyer Seller in any of its subsidiaries and/or Affiliates, (j) the accounts receivable of the InStaff Business that are currently in collections as set forth in Section 1.02(j) of the Disclosure Schedules (the “Collections AR”), (k) bad debt allowance attributed to the InStaff Business, and (l) prepaid expenses of the InStaff Business (collectively, the “Excluded Assets”): ). Buyer acknowledges that Seller and its subsidiaries and Affiliates presently own and operate other businesses that are involved in performing non-light industrial staffing and recruiting services, including real estate and professional staffing services (a) any cashtogether, bank depositsthe “Retained Business”). For the avoidance of doubt, cash equivalents or similar cash items held by members the operations and business of the Seller Group, including cash and bank deposits held by Retained Business are not included in the Subsidiaries supporting any letters definition of credit; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company“InStaff Business” for purposes of this Agreement, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, properties and business of Sellers’ set forth the Retained Business that are not used in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by InStaff Business are not included in the definition of “Purchased Assets” for purposes of this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. The assets listed below shall be retained by Sellers Purchaser acknowledges and shall agrees that it is not be transferred acquiring any right, title or interest in, to or assumed by either Buyer under any of the following assets (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash all Cash and bank deposits held by the Subsidiaries supporting any letters of creditCash Equivalents; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall Accounts Receivable; (c) all rights to receive royalties from Novartis under the terms of Sellers’ claims the Amended and Restated PDT Product Development, Manufacturing and Distribution Agreement and QLTI dated October 16, 2009 (the “Novartis License Agreement”), including any Third Party Royalties (as defined in the Novartis License Agreement) for refunds (i) each calendar quarter ending on or before the Closing Date regardless of Taxes set forth whether the royalty payable with respect to such quarter has been determined or invoiced and (ii) any portion of a calendar quarter that includes the Closing Date, the amount of which royalty payable in that quarter up to and including the Closing Date to be determined by multiplying the total royalty payable for such quarter by a fraction, the numerator of which is the number of days in such quarter ending on Schedule 2.2(c)the Closing Date and the denominator of which is total number of days of such quarter; (d) all losses, loss carryforwards or rights to receive refunds, credits or loss carryforwards with respect to any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records Taxes of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesany of their Affiliates; (e) the assets, if any, of Sellers’ set forth (i) all Books and Records other than those described in Schedule 2.2(e)Section 2.1(g) and (ii) any personnel records; (f) all (i) agreements current and correspondence between Sellers prior insurance policies and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers all rights of any bids submitted by any prospective purchasernature with respect thereto, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives including all insurance recoveries thereunder and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives rights to assert claims with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andsuch insurance recoveries; (g) all rights Seller Names (subject to the license set forth in Section 7.6); (h) all real estate owned or leased by Sellers or any of their Affiliates; (i) all fixtures and furniture whatsoever; (j) all equipment other than that described under Section 2.1(f); (k) all assets not expressly included in the Purchased Assets; (l) all Contracts set forth in Section 2.2(l) of the Sellers Disclosure Letter (the “Excluded Contracts”); (m) the pre-market approval listed in Section 2.2(m) of the Sellers (the “Excluded Registration”); provided, however, Sellers shall, or shall cause one or more of their Affiliates to, at any time after Sellers have filed the supplemental pre-market approval for the Laser, upon the reasonable request of Purchaser, promptly convey, assign, transfer and deliver to Purchaser the Excluded Registration to the extent and in the manner permitted by applicable Law, in which case the Excluded Registration shall be a Purchased Asset hereunder; and (n) all rights, claims or credits of Sellers pursuant or any of their Affiliates to this Agreement the extent relating to any of the foregoing Excluded Assets or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Sellers or any other Ancillary Agreement of their Affiliates to which either one the extent relating to any of them is a partythe foregoing Excluded Assets or any Retained Liability.

Excluded Assets. The following assets listed below shall be retained by of Sellers and shall not be transferred to or assumed by either Buyer (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Sellers after the Closing: (a) any cashAll tangible and intangible assets located at facilities of MTI Silicones in Richmond, bank depositsVirginia, cash equivalents or similar cash items held by members of the Seller GroupMTI Leewood Germany in Bremen, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; Germany, respectively, on December 31, 2008 primarily relating to [*] (biii) the membership interests and any business conducted by MTI Silicones primarily at its facilities in Milton, Florida (other Equity Securities in Quail Nuclear Specialty Servicesthan the [*]), LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of internally referred to as the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets Mold-Ex Division or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased AssetsDivision, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaserSterne SARL, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any the portion of their respective representatives and any prospective purchasers other than Buyersthe Leewood Business conducted by MTI Leewood Sweden (which shall be subject to the Transition Services Agreement), and (vi) correspondence between those specific businesses and assets of Sellers which are listed or ▇▇▇▇▇▇▇ specifically described on Schedule 2.02 (a) hereto (collectively, the “Retained Business”). _________________________ (b) Any contract rights relating to (i) employees of, or consultants to, Sellers who are not being hired by or offered employment with Buyer as of the Closing, and (ii) any customers and suppliers of Sellers exclusively with respect to the Retained Business. (c) All books, records, files, catalogues, contracts, customer lists, prospect lists, dealer and distributor lists, lists of open customer purchase orders and sales leads, sales literature, sales records, engineering data, product design, drawings and information, operating records, certain research results and test records and other miscellaneous documentation that exclusively pertain to the Retained Business. (d) All minute books, records and seals. (e) All personnel records and other records that Sellers are required by Law to retain in their respective representatives possession (provided that accurate and complete copies are given or made available to Buyer at or prior to the Closing, to the extent that they relate to personnel continuing their employment with Buyer after the Closing). (f) All Claims for refund of Taxes and other governmental charges of whatever nature for which Sellers would otherwise be entitled to under this Agreement, prorated to reflect the portion attributed to pre-Closing or post-Closing business activity. Sellers agree to provide Buyer with reasonable cooperation in connection with any audit or assessment of Taxes, interest or other charges with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andperiod prior to Closing.. (g) all All rights of Sellers pursuant to under this Agreement and any the Operative Documents. (h) All agreements regarding the purchase and sale of, or governing the rights of, the capital stock of Sellers. (i) All Accounts Receivable (other Ancillary Agreement than Net Leewood Receivables), intercompany receivables for loans and other financial arrangements, prepaid items, deposits and capitalized development costs for future recovery, except to which either one of them is a partythe extent they relate to the Assumed Liabilities. (j) Any interest in real property owned or leased by Sellers and not included in the Acquired Assets.

Excluded Assets. The Purchased Assets do not include any property or assets listed below shall be retained by Sellers and shall of Seller not be transferred described in Section 2.1 and, notwithstanding any provision to the contrary in Section 2.1 or assumed by either Buyer elsewhere in this Agreement, the Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, the “"Excluded Assets”"): (a) any all cash, cash equivalents, bank deposits, cash equivalents or similar cash items held by members accounts and accounts receivable, prepaid expenses, and other rights to payment relating to the installation, ownership, use and/or operation of the Seller GroupPurchased Assets through the Closing Date, including cash (i) Seller's right to recover the costs incurred by Seller with respect to the Transmission Facilities through rates with respect to the period through the Closing Date; and bank deposits held by (ii) all revenue under Transferable Contracts through the Subsidiaries supporting any letters of creditClosing Date; (b) any income, sales, payroll or other Tax receivables relating to the membership interests and installation, ownership, use and/or operation of any other Equity Securities of the Purchased Assets (in Quail Nuclear Specialty Serviceseach case, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companywhether held by Seller or any Third Party) with respect to any period through the Closing Date; (c) all any refund or credit (i) related to Taxes paid by or on behalf of Sellers’ claims for refunds of Seller, whether such refund is received as a payment or as a credit against future Taxes set forth on Schedule 2.2(c)payable; or (ii) relating to a period before the Closing Date; (d) any books the right, title and records interest of SellersSeller and its successors, but not of the Subsidiariesassigns and Seller's Representatives in, provided that Sellers shall provide Buyers with copies of such retained books to and records of Sellers that relate under all Claims against Third Parties, if any, relating to the Businessconstruction, the Subsidiariesinstallation, ownership, use and/or operation of any of the Purchased Assets by Seller through the Closing Date, whether accruing prior to, on or after the Assumed Closing Date, including all Claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future Liabilities; (e) the assetsright, if anytitle and interest of Seller and its successors, assigns and Seller's Representatives in, to and under all Contracts of Sellers’ set forth in Schedule 2.2(e)any nature, other than the Transferable Contracts; (f) all (i) agreements insurance policies maintained by Seller and/or its Affiliates and correspondence between Sellers and ▇▇▇▇▇▇▇ rights thereunder relating to the transactions contemplated by this Agreementconstruction, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellersinstallation, (iii) bids submitted by other prospective purchasers ownership, use and/or operation of the Purchased Assets; (g) the assets identified in the Asset Demarcation Agreement, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any document or exhibit referred to or incorporated in the Asset Demarcation Agreement, as being on Seller's side of their respective representatives and any prospective purchasers other than Buyersthe point of demarcation thereunder; (h) the rights of Seller arising under or in connection with the Transaction, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to including any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Transaction Documents; and (gi) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Retained Interests.

Excluded Assets. The Notwithstanding the foregoing, it is specifically agreed that the following assets listed below shall are excluded from the Assets to be retained by Sellers and shall not be transferred to or assumed by either Buyer Acquired (collectively, the “"Excluded Assets”"): (a) any cash, bank deposits, all cash and cash equivalents on hand or similar cash items held by members in the bank accounts of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests all satellite programming agreements and agreements which Seller maintains with any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyof its respective suppliers of programming; (c) all of Sellers’ claims for refunds of Taxes set forth any retransmission consents, must carry or will carry agreements designated on Schedule 2.2(c)1.03 which Seller maintains that relate to broadcast signals which are carried on other Jones cable systems; (d) any books and records of Sellers, but not all documents relating ▇▇ ▇he legal existence of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSeller; (e) the assetsall insurance policies, if anyintercompany receivables, letters of Sellers’ set forth credit and surety bonds and any cash surrender value in Schedule 2.2(e)regard thereto; (f) all claims, rights and interest in and to any refunds for federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including, without limitation, fees paid to the United States Copyright Office; (g) any books and records that Seller is required by law to retain, subject to the right of Buyer to have access to and to copy for a reasonable period, not to exceed five years from the Closing Date, and other books and records related to internal corporate matters and financial relationships with Seller's lenders, provided that nothing herein shall limit Buyer's right to receive at Closing copies of all documents, books and records necessary in connection with the operation of the Business; (h) the trademarks, trade names, copyrights, service marks and all other information and similar intangible assets relating to Seller or the Acquired Systems; (i) contracts and agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, Seller's subscriber billing system and all equipment related thereto; (iij) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bidsAssets to be Acquired sold or otherwise disposed of in the ordinary course of business and not in violation of the terms and provisions of this Agreement between the date of this Agreement and the Closing Date; (k) all interest of Seller and/or Jones, the prospective purchasersif any, the engagement or activities of ▇▇▇▇▇▇▇in Gateway/Jones Communications, Ltd.; and (gl) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyThe rights, ass▇▇▇ ▇nd properties described on Schedule 1.03.

Excluded Assets. The Notwithstanding the foregoing, the following assets listed below shall be retained by Sellers of the Company are expressly excluded from the purchase and shall not be transferred to or assumed by either Buyer sale contemplated hereby (the “Excluded Assets”):) and, as such, are not included in the assets to be conveyed as contemplated hereby: (ai) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including all cash and bank deposits held by the Subsidiaries supporting any letters of creditcash equivalents; (bii) all accounts receivable, notes receivable and other amounts receivable from third parties, including customers and employees (other than receivables in connection with any Purchased Assets for services provided following the Closing Date); (iii) the membership interests general ledgers, accounting records, minute books, charter documents, stock books, correspondence and materials related to the Company’s Tax Returns, including any declarations, reports or statements, statutory books, corporate seals or other records having to do with the corporate organization of the Company; provided, that, the Company shall provide Buyer copies of any records relating to Taxes or the Company’s Tax Returns as they exist as of the Closing Date and as may be required by applicable Legal Requirement or as necessary to perform Buyer’s obligations with respect to the Purchased Assets; (iv) the personnel files or records and any other Equity Securities records that the Company is required by any applicable Legal Requirement to retain in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyits possession; provided that Buyer shall be given copies of such records as such documents exist as of the Closing Date; (cv) all of Sellers’ claims for refunds of Taxes rights to the Contracts set forth on Schedule 2.2(c1.1(b)(v); (dvi) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate property listed on Schedule 1.1(b)(vi); (vii) all bank accounts; (viii) the rights which accrue or will accrue to the BusinessCompany under this Agreement or the other Transaction Documents; (ix) all claims, deposits, prepayments, prepaid expenses, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) relating to the Subsidiaries, the Purchased foregoing Excluded Assets or the Assumed Excluded Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (fx) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or insurance policies for the benefit of Sellersthe Company or its Affiliates and all rights thereunder relating to the foregoing Excluded Assets or the Excluded Liabilities; (xi) the capital stock of ALaS Consulting Services Inc., (iii) bids submitted by other prospective purchasers a Delaware corporation and wholly-owned subsidiary of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Company; and (gxii) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyEmployee Benefit Plans.

Excluded Assets. The Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, the following assets listed below or properties of Seller, and all such assets and properties shall be retained by Sellers and shall not be transferred to or assumed by either Buyer excluded from the Purchased Assets (the “Excluded Assets”): (a) any cashall cash and cash equivalents, bank deposits, cash equivalents or similar cash items held by members accounts and securities of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall Contracts that are not Assigned Contracts; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Intellectual Property other than the Intellectual Property Assets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns that do not exclusively relate to the Business or the Purchased Assets, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of SellersSeller and all rights to applicable claims and proceeds thereunder; (f) subject to Section 6.04, but not all Benefit Plans and trusts or other assets attributable thereto; (g) all Tax assets (including duty and Tax refunds, rebates and prepayments) of the Subsidiaries, provided that Sellers shall provide Buyers Seller or any of its Affiliates other than with copies of such retained books and records of Sellers that relate respect to the BusinessAssumed Taxes; (h) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, except to the Subsidiaries, extent included in the Purchased Assets or the primarily relating to Assumed Liabilities; (ei) the all assets, if anyproperties and rights used by Seller primarily in its businesses other than the Business, of Sellers’ set forth in Schedule 2.2(e)including all such assets, properties and rights relating to Seller’s administrative operations at Seller’s offices other than Buffalo, New York; (fj) all (iany assets, properties and rights specifically set forth on Section 2.02(j) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Disclosure Schedules; and (gk) all the rights of Sellers pursuant which accrue or will accrue to this Agreement and any other Ancillary Agreement to which either one of them is a partySeller under the Transaction Documents.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding Section 2.2 above, no assets, properties, rights, contracts and shall claims, wherever located, whether tangible or intangible, real or personal, of Seller and its affiliates not be transferred to included in the definition of Acquired Assets or assumed by either Buyer otherwise identified in this Section 2.3 (collectively, the “Excluded Assets”):), will be sold, assigned, transferred or delivered to Purchaser, including without limitation: (ai) any cashall cash and cash equivalents on hand, all cash in banks, all bank accounts, cash deposits, cash equivalents all lock boxes and lock box receipts and all certificates of deposit and other bank deposits owned or similar cash items held by or on behalf of Seller or any of its affiliates (including the Acquired Subsidiaries), provided that cash and cash equivalents, deposits and restricted cash accounts owned or held by any of the Acquired Subsidiaries on the Closing Date shall not be Excluded Assets to the extent that they are taken into account when calculating the Estimated Closing Working Capital and the Closing Working Capital; (ii) all rights, claims, causes of action, recoveries and rights of reimbursement arising out of, relating to or otherwise in any way in respect of the Excluded Liabilities or the Excluded Assets; (iii) the Excluded Trademarks, all other Intellectual Property other than the Auto Intellectual Property, and all Auto Intellectual Property specifically listed on Schedule 2.3(iv) (collectively, the “Excluded Intellectual Property”), provided that certain Excluded Intellectual Property may be subject to a license to Purchaser as contemplated in Section 4.2(a)(iv) hereof; (iv) all policies of insurance of Seller or any of its affiliates and all of the rights of Seller or any of its affiliates thereunder; (v) all Equity Interests in the entities listed in Schedule 2.3(v) (collectively, the “Excluded Subsidiaries”); (vi) all rights, claims, causes of action, recoveries and rights of reimbursement arising out of, relating to or otherwise in any way in respect of, the Excluded Assets or any Excluded Liability, including all rights, guaranties, warranties, indemnities and similar rights in favor of members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting Group in respect of any letters of creditExcluded Asset or any Excluded Liability; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (cvii) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate assets related to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, Employee Benefit Plans contemplated to be retained by Seller in Sections 6.1 and 6.2 of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (gviii) all assets, properties and rights of Sellers pursuant to this Agreement and Seller or any other Ancillary Agreement to which either one of them is a partyits affiliates identified on Schedule 2.3(viii).

Excluded Assets. The Notwithstanding Section 2.1, Purchaser and Seller --------------- expressly understand and agree that the following assets listed below and properties of Seller (the "Excluded Assets") shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (excluded from the “Excluded Purchased Assets”):: (a) any cash, bank deposits, cash equivalents the tangible personal property used on or similar cash items held by members of prior to the Seller Group, including cash Closing Date in connection with the Business listed or described on Schedule 2.2(a) and bank deposits held by the Subsidiaries supporting any letters of creditEquipment solely relating to Reliability Testing; (b) all assets, tangible or intangible, real or personal, that are not used by Seller in connection with the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyBusiness or the Products; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Contracts that are not Assumed Contracts; (d) any books the minute books, stock ledgers, accounting records, Tax Returns, financial statements and records work papers and letters from accountants and auditors of Sellers, but not of the SubsidiariesSeller, provided that Sellers that, pursuant to Sections 5.2 and 7.3(b), Purchaser shall provide Buyers have access to and be provided with copies of such retained books the documents and records of Sellers that relate relating to the Business, the Subsidiaries, the Business or Purchased Assets or the Assumed Liabilitiesdescribed in Section 5.2 and 7.3(b); (e) any Intellectual Property Rights related directly to Seller's businesses other than the assetsBusiness or the Products (the "Excluded Intellectual Property Rights"), if any, and all tangible embodiments of Sellers’ set forth in Schedule 2.2(e)the Excluded Intellectual Property Rights; (f) all the Patents listed on Schedule 2.2(f) (ithe "Excluded Patents"); (g) agreements and correspondence between Sellers and ▇▇▇the ▇▇▇▇ "New Focus" and any variant or combination thereof ("Excluded Marks"); (h) the Copyrights (the "Excluded Copyrights") and know-how (the "Excluded Trade Secrets") used by Seller in connection with Coating and Reliability Testing, and the originals of all tangible embodiments thereof; (i) the Licensed Software listed on Schedule 2.2(i) ("Excluded Licensed Software"); (j) all cash and cash equivalents of Seller on hand and in banks and other financial institutions on the Closing Date; (k) all Employee Benefit Plans and Benefit Arrangements; (l) all claims and causes of action related to the Business (whether or not asserted by Seller), other than claims and causes of action relating to Intellectual Property Assets, to the transactions contemplated by this Agreementextent such rights arise out of facts, events or circumstances occurring prior to Closing; (iim) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers all insurance contracts in effect as of the date of this Agreement insuring the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Assets and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with all insurance proceeds in respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Excluded Assets; and (gn) all rights of Sellers pursuant to this Agreement and leasehold or ownership interests in real property or any other Ancillary Agreement to which either one of them is a partyimprovements thereon.

Excluded Assets. The assets listed below shall be retained by Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets, properties and rights of Sellers and shall not be transferred to or assumed by either Buyer any of their Subsidiaries (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are - 18 - excluded from the AirCard Business and the Acquired Assets and shall remain the property of Sellers and their Subsidiaries after the Closing: (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditall Tangible Property that is not Transferred Tangible Property; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall Patents that are not Transferred Patents (“Retained Patents”); (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Trademarks that are not Transferred Trademarks; (d) any books and records of Sellers, but all Other IP that is not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesTransferred Other IP; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)all Technology that is not Transferred Technology; (f) an undivided joint ownership interest in all Joint IP, including all books and records embodying such Joint IP (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreementwhich, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellersclarity, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than is separate from Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and’ undivided joint ownership interest under Section 2.1(f); (g) all interests in Real Property other than the Transferred Leases; (h) all Contracts that are not Transferred Contracts; (i) all Permits that are not Transferred Permits; (j) the Excluded Books and Records; (k) all cash and cash equivalents of Sellers and their Subsidiaries; (l) all Accounts Receivable of Sellers and their Subsidiaries; (m) all insurance policies and any rights, claims or chose in action under such insurance policies; (n) all refunds of any Tax payments made by Sellers with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date; (o) all Employee Benefit Plans; (p) all assets and other rights sold or otherwise transferred or disposed of in the ordinary course of business consistent with past practice between the date of this Agreement and the Closing not in violation of the terms of this Agreement; (q) all rights of Sellers pursuant to and their Subsidiaries under this Agreement and any the other Ancillary Agreement to which either one Transaction Agreements; (r) except as otherwise provided in this Agreement, all books and records and other information prepared by or on behalf of them is a partySellers and their Subsidiaries in connection with the Transactions and the other transactions contemplated hereby; and (s) all rights arising from Excluded Liabilities.

Excluded Assets. The Anything in Section 2.1 or elsewhere in this Agreement to the contrary notwithstanding, Seller shall retain the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (collectively, the “Excluded Assets”):), and Buyer shall in no way be construed as having agreed to purchase or acquire any interest whatsoever in any such Excluded Assets: (a) any cashthe lease for the prior facility leased by Seller in connection with the Business and located at 13▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., bank deposits▇▇▇▇ ▇, cash equivalents or similar cash items held by members of the Seller Group▇▇▇▇▇ ▇▇▇▇▇▇, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ ; (b) cash and cash equivalents of Seller as of the Closing Date; (c) all accounts and notes receivable of Seller arising on or prior to the Closing Date; (d) the minute books, limited liability company books and seal of Seller; (e) any amounts due from Affiliates of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Seller with respect to any the Business as of the bids, the prospective purchasers, the engagement or activities Closing Date; (f) all of ▇▇▇▇▇▇▇; andSeller’s insurance policies and rights thereunder; (g) all personnel records and other records that Seller is required by Law to retain in its possession; (h) all rights in connection with, and assets of, the Employee Plans, including all assets, funding media, reserves, credits and records of Seller relating thereto, and any insurance policies and service agreements relating to the Employee Plans; (i) the benefit of any insurance policies and service agreements in relation to the Employee Plans; (j) all Returns and Tax books and records of Seller and all claims for refund of Taxes of Seller and other governmental charges of whatever nature of Seller; (k) any Domain Names of Seller not including the word “Cineflex”; (l) all rights of Sellers pursuant to this Agreement Seller in connection with the Contemplated Transactions; and (m) the properties and any other Ancillary Agreement to which either one of them is a partyassets set forth on Schedule 2.2.

Excluded Assets. The Acquired Assets do not include, and Seller will not transfer to Purchaser, any of the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer of Seller (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members all accounts receivable of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests and any Equipment of Seller other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companythan the Assigned Equipment; (c) all of Sellers’ claims cash, bank deposits, securities and cash equivalents, including for refunds of Taxes set forth on Schedule 2.2(c)this purpose all cash and cash equivalents, including ACH payments and uncleared checks and payments in transit received or initiated prior to the Closing Date; (d) any books all deposits and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of other prepaid amounts (including without limitation all such retained books amounts held by Seller’s advisors) other than those deposits and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesprepayments referenced in Section 2.1(c); (e) Seller’s rights with respect to the assetsbank accounts and lockbox arrangements relating to the Business, if anyincluding, of Sellers’ set forth in without limitation, the bank accounts and lockbox arrangements listed or described on Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersthe Assigned Leases, all Contracts to which Seller is a party, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andall rights and deposits under such Contracts; (g) all Seller Corporate Materials; (h) all rights with respect to Employee Benefit Plans and all Contracts related thereto; (i) any books, records or other information related solely and exclusively to the other Excluded Assets; (j) all refunds, credits or deposits of Taxes of Seller with respect to the period prior to the Closing Date, including any refunds, credits or deposits of Taxes; (k) all Estate Causes of Action of Seller, including without limitation (A) all Avoidance Actions other than as otherwise expressly provided herein, and (B) all Causes of Action against any administrative or other agent, lender or secured party related to any credit facility existing at any time, whether prior to or after the filing of the Bankruptcy Petition; (l) the corporate franchise of Seller and any and all prepaid expenses and deposits in respect of franchise Taxes and the like; (m) all property, rights and assets relating to another Excluded Asset or arising from and relating to the defense, release, compromise, discharge or satisfaction of any of the Liabilities; (n) all documents, emails and other communications relating to the Transactions or any preparations or planning with respect thereto, including all such materials consisting of this Agreement, the Ancillary Agreements, memoranda, research, analysis, planning, due diligence reports, quality of earnings reports, agreements with financial advisors, investment bankers, accountants or legal counsel, whether or not subject to any attorney-client privilege, work product privilege, or any other privilege (the “Transaction-Related Documents”), and Seller’s right to exercise or waive any attorney-client privilege, work product privilege or other privilege with respect to the Transactions or any of the Transaction-Related Documents; (o) all rights of Sellers pursuant to Seller arising under this Agreement Agreement, the Ancillary Agreements, and under any other Ancillary Agreement agreement between Seller and Purchaser entered into in connection with this Agreement; (p) all good faith or other bid deposits submitted by any third party; (q) all insurance policies of any of Seller for directors’, managers’, and officers’ liability and all rights of any nature with respect thereto, including all insurance recoveries, prepaid premiums, and unearned premiums thereunder and rights to which either one assert claims with respect to any such insurance recoveries; and (r) all assets, properties and rights of them is a partySeller specifically identified on Schedule 2.2(r).

Excluded Assets. The assets listed below shall be retained Notwithstanding any provision in this Agreement or any other writing to the contrary, the following assets, properties, rights, licenses and businesses owned by Sellers and shall not be transferred to or assumed by either Buyer Seller (the “Excluded Assets”):) shall be retained by Parent and Seller and shall be excluded from the Purchased Assets: (a) any cashAny Cash and cash equivalents including, without limitation, bank deposits, cash equivalents or similar cash items held by members investments in so-called “money market” funds, commercial paper funds, certificates of deposit, Treasury Bills and accrued interest thereon of Parent and Seller, except for Cash included in the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditTransferred Bank Accounts; (b) Any and all refunds of Taxes and interest thereon attributable to the membership interests period of time prior to the Effective Time and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companydeferred Tax assets of Parent or Seller; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Any assets utilized by Parent or Seller primarily in connection with Seller’s mobile app business; (d) any books and records of Sellers, but not of Any assets utilized by Parent or Seller in connection with businesses other than the SubsidiariesBusiness, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to assets are not primarily used by the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) Any contracts of insurance or related prepaid assets in respect of the assetsBusiness (including, if anywithout limitation, of Sellers’ set forth in Schedule 2.2(eprepaid insurance attributable to insurance coverage provided by Parent which will not continue following the Closing Date); (f) all Assets relating to the Benefit Plans of Parent and Seller; (g) Intercompany accounts receivable (other than intercompany trade accounts receivable in the Ordinary Course); (h) Any assets which relate to or correspond to an Excluded Liability; (i) agreements (A) any attorney-client privilege and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to attorney work-product protection of Parent, Seller or associated with the Business as a result of legal counsel representing Parent or Seller or the Business, including in connection with the transactions contemplated by this Agreement; (B) all documents maintained by legal counsel as a result of representation of Parent, Seller or the Business; (iiC) lists of prospective purchasers for such all documents subject to the attorney-client privilege and work-product protection described in subsection (A); and (D) all documents maintained by Parent or Seller in connection with the transactions compiled contemplated by this Agreement; and SL01DOCS\6494934 (j) All trademarks, service marks, trade names, corporate names, brand names, domain names, logos or for other designations comprising or likely to be confused with the benefit of Sellers▇▇▇▇ Cvent or the Cvent logo, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or confusingly similar ▇▇▇▇▇▇▇ , term or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇derivation thereof; and (gk) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyAny asset listed on Schedule 2.2(k).

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything to the contrary set forth in Section 2.1, the Seller Parties shall not sell, transfer, assign or deliver (or cause to be transferred sold, transferred, assigned or delivered) to or assumed by either Buyer, and Buyer shall not purchase and acquire from the Seller Parties, any of the following assets and properties, which shall remain the exclusive property of the Seller Parties (collectively, the “"Excluded Assets”"): (a) any cash, bank deposits, cash equivalents or similar cash items held by members all of the Seller GroupParties' cash and cash equivalents on hand and in banks, certificates of deposit and marketable securities as of the close of business on the day prior to the Closing Date; (b) all of the Seller Parties' accounts receivable and notes receivable generated by the Business in the ordinary course consistent with past practice before the Apportionment Date, including cash Sellers' rights to payments and bank deposits held reimbursements from private payors, Medicare, Medicaid or any other health care reimbursement or payment intermediary arising from services provided by Sellers before the Subsidiaries supporting Apportionment Date together with all claims against third parties arising prior to the Apportionment Date; Execution Copy -------------- (c) all rights of the Seller Parties under any letters letter of credit; (bd) all rights of the membership Seller Parties to Tax refunds, proceeds of insurance policies, all beneficial interests and insurance policies held in the Global Health Management, Inc. Shareholder Trust dated as of April 1, 1995 and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of life insurance policies covering the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesPrincipals; (e) the assetsstock or LLC interests of any Seller, if any, of Sellers’ except as specifically set forth in Schedule 2.2(e)Section 2.1(l) and (m) above; (f) the corporate seals, charter documents, by-laws, minute books and stock record books of Sellers, and such other records of Sellers that relate exclusively to the organization or capitalization of Sellers; (g) all property owned by any patient which may be located in a Facility; (h) assets held by Beechwood, Upper Chesapeake, Heritage Harbour and Bethesda L.L.C.; provided that if the Bethesda Sale does not occur prior to the Closing, the LLC interests of Allegis and GHIA in Bethesda L.L.C. shall be Excluded Assets and the assets of Bethesda L.L.C. shall be Purchased Assets; (i) agreements and correspondence between Sellers and any office furniture of Paul J. Diaz, Marvin H. Rabovsky, Harvey R. Wertlieb, Roger C. Lipitz ▇▇▇▇ ▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of . Su▇▇▇▇▇▇▇; and▇▇▇ (g▇) all rights ▇▇y ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇s sol▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇isposed of Sellers pursuant to in the ordinary course of the operation of the Business and not in violation of this Agreement and any other Ancillary Agreement to which either one of them is a partyduring the period from the date hereof through the Closing Date.

Excluded Assets. The Notwithstanding the generality of Section 2.1, the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “"Excluded Assets”):") are not a part of the sale and purchase contemplated by this Agreement and are excluded from the Assets: (a) Any records of Seller or any cashAffiliates which by law Seller or such Affiliate is required to retain in its possession, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditwhich records are described on Schedule 2.2(a); (b) All cash (including cash received as a result of the membership interests and any other Equity Securities collection of the Accounts Receivable in Quail Nuclear Specialty Servicesthe ordinary course of business), LLCcash equivalents, a Texas limited liability companyshort term investments, and Cinco Pipe & Supply"assets limited as to use: -under debt agreements; -Board appropriated; and -funds restricted by donor", LLC, a Delaware limited liability companyas such terms are used on the Interim Balance Sheet; (c) all Inventory disposed of Sellers’ claims for refunds or exhausted after the Effective Date and prior to the Closing Date in the ordinary course of Taxes set forth on Schedule 2.2(cthe Hospital Businesses, and Assets transferred or disposed of in accordance with Section 6.2(e); (d) any books All appeals and records of Sellersappeal rights relating to Cost Report settlements, but not of as such term is used on the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesInterim Balance Sheet; (e) the assets, if any, All funds held by trustees pursuant to bond indentures of Sellers’ set forth in Schedule 2.2(e)Seller; (f) all All physician loans and receivables for amounts owed to Seller by physicians; (g) The name "Baptist", and any derivatives including the word "Baptist" that are currently in use by Seller, Buyer's use of which will be governed by the terms of the License Agreement; (h) The Assets and properties to be contributed to the New Foundation or retained by Seller listed on Schedule 2.2(h); (i) agreements All claims, rights, interests and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives proceeds with respect to any refunds of Taxes (including property taxes) for periods ending on or prior to the Closing Date and all rights to pursue appeals of the bidssame, unless the prospective purchasersclaims, rights, interests and proceeds relate to refunds of Taxes included in the engagement computation of Net Working Capital or activities paid by Seller to Buyer after any prorations for Taxes under Section 2.6; (j) Any asset that would revert to Seller or an Affiliate of ▇▇▇▇▇▇▇Seller as employer upon the termination of any Employee Benefit Plan, including assets representing a surplus or overfunding of any Employee Benefit Plan; (k) Any board-designated, restricted or escrowed funds or assets, or funds or assets held in trust for any Employee Benefit Plan maintained by Seller or to which Seller contributed; (l) All proceeds from insurance policies payable or paid to Seller to the extent such amounts reimburse Seller for amounts expended to repair or replace any Asset; (m) Items of Intellectual Property and Information Systems set forth on Schedule 2.2(m); (n) Seller's investment interest in the Laundry Cooperative; (o) The claims against third Persons described on Schedule 2.2(o); and (gp) all rights Any other assets listed or described on Schedule 2.2(p) as Excluded Assets or excluded by mutual written agreement of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Parties.

Excluded Assets. The Notwithstanding anything to the contrary contained herein, Purchaser expressly understands and agrees that all assets listed below shall be retained by Sellers and shall properties of the Seller Entities that do not be transferred to or assumed by either Buyer constitute Purchased Assets (the “Excluded Assets”):) shall be retained by the Seller Entities and their Affiliates (other than the Purchased Companies), and Purchaser shall not acquire the Seller Entities’ right, title and interest in such Excluded Assets, including such right, title and interest in the following: (a) Any and all Restricted Cash and Cash Amounts (other than any cash, bank deposits, cash equivalents or similar cash items held by members Restricted Cash and Cash Amounts of the Seller Group, including cash and bank deposits held by Purchased Companies as of 11:59 p.m. on the Subsidiaries supporting any letters of creditBusiness Day immediately preceding the Closing Date); (b) Any and all equity interests in any Affiliate of Seller (other than the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyPurchased Companies); (c) All Seller Benefit Plans, including any and all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)assets, trust agreements or any other funding Contracts related to the Seller Benefit Plans; (d) Any and all Intellectual Property owned by the Seller Entities or licensed to Seller or any books and records of Sellers, but other Seller Entity that (i) is not set forth in Section 2.4(d)(iii) of the SubsidiariesSeller Disclosure Schedules and (ii) is primarily related to, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Businessor primarily used in, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesJCI Retained Business; (e) the assets, if any, of Sellers’ Any and all Contracts that (i) are not set forth in Schedule 2.2(eSection 2.4(b) of the Seller Disclosure Schedules and (ii) are primarily related to, or primarily used in, the JCI Retained Business, including the Contracts of the Specified BE Businesses listed in Section 2.5(e) of the Seller Disclosure Schedules (the Contracts set forth on Section 2.5(e) of the Seller Disclosure Schedules, together with any amendments, supplements, exhibits and annexes thereto, the “Excluded Customer Contracts”); (f) The leasehold interests of Seller, any Purchased Company and each of their respective Affiliates in all Retained Leases, including (x) any prepaid rent, security deposits and options to purchase in connection therewith and (y) the right, title or interest in and to any fixtures, structures or improvements appurtenant to, or located on, such real property; (g) Any and all refunds or credits of or against Excluded Business Taxes (except to the extent included as an asset in the calculation of Closing Working Capital on the Post-Closing Statement (as adjusted pursuant to Section 2.9(d))); (h) Other than the Books and Records specified in Section 2.4(o), any and all Books and Records (including any and all Tax Returns and other books and records related to Taxes paid or payable by Seller, the Seller Entities or any of their respective Affiliates (other than the Purchased Companies)); (i) agreements Subject to Section 5.10 and correspondence between Sellers other than insurance proceeds specified in Section 2.4(m), any and ▇▇▇▇▇▇▇ relating all current and prior insurance policies and all rights of any nature with respect thereto, including all rights to insurance recoveries insurance proceeds received or receivable thereunder and to assert claims with respect to any such insurance recoveries, in each case whether arising prior to, on or after the transactions contemplated by this Agreement, Closing; (j) Any and all Business Permits that are (i) not set forth in Section 2.4(j) of the Seller Disclosure Schedules and (ii) lists primarily related to, or primarily used in, the JCI Retained Business; (k) Any and all claims, causes of prospective purchasers for such transactions compiled by action, defenses and rights of offset or for the benefit of Sellerscounterclaim, or settlement agreements (iii) bids submitted by other prospective purchasers of the Purchased Assetsin any manner arising or existing, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) at any time arising out of their respective representatives the Excluded Assets or Retained Liabilities or primarily related to the JCI Retained Business (including all rights and claims under any prospective purchasers other than Buyersand all warranties extended by suppliers, vendors, contractors, manufacturers and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ licensors in favor of Seller, a Purchased Entity or any of their respective representatives with respect other Seller Entity in relation to any of the bidsExcluded Assets or otherwise primarily related to the JCI Retained Business), and the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇right to retain all proceeds and monies therefrom; and (gl) Any and all rights of Sellers pursuant to this Agreement equity interests in, and any other Ancillary Agreement and all assets, properties, rights and Contracts owned by, the Brookfield JVs. The Parties acknowledge and agree that neither Purchaser nor any of its Subsidiaries (including, at or after the Closing, any Purchased Companies) will acquire or be permitted to which either one of them is a partyretain any direct or indirect right, title and interest in any Excluded Assets.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding any provision of this Agreement to the contrary, Buyer shall not be transferred to or assumed by either Buyer acquire, and the Acquired Assets shall not include, the following (the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members all Contracts of Seller not listed in Section 2.1(c) of the Seller Group, including cash and bank deposits held by Disclosure Schedule (the Subsidiaries supporting any letters of credit“Excluded Contracts”); (b) all Tangible Property listed on Section 2.2(b) of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyDisclosure Schedule; (c) all cash, cash equivalents, bank accounts, certificates of Sellers’ claims for refunds deposit, treasury bills, treasury notes and marketable securities of Taxes set forth on Schedule 2.2(c)Seller; (d) any books all accounts receivable, notes receivable and records other receivables (whether short-term or long-term) of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSeller; (e) the assetsall deposits and prepaid expenses made or paid to utility companies, if any, of Sellers’ set forth in Schedule 2.2(e)vendors or other Persons; (f) all data and records with respect to Workers who are not the Transferred Worker or who do not become service providers to Buyer or its Affiliates at or after the Closing; (g) all rights, claims and causes of action that are related to the Excluded Assets and Excluded Liabilities; (h) all rights of Seller under this Agreement and the Ancillary Agreements; (i) agreements the corporate charter, any qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and correspondence between Sellers other identification numbers, corporate seal, minute books, stock transfer books, blank stock certificates, books and ▇▇▇▇▇▇▇ records relating to Taxes, and any other documents relating to the transactions contemplated by this Agreementgovernance, organization, maintenance and existence of Seller or Seller Sub; (iij) lists of prospective purchasers for such transactions compiled by shares, stock or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by equity interests in Seller or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers Seller Sub or ▇▇▇▇▇▇▇ or any of their respective representatives Affiliates; (k) all Seller Plans; (l) all Tax assets and any prospective purchasers all claims arising from a refund or prepayment of Taxes and other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any governmental charges of their respective representatives whatever nature with respect to Pre-Closing Taxes; (m) all insurance policies of Seller, all records relating thereto and all rights to applicable claims and proceeds thereunder (except, to the extent applicable, any insurance proceeds paid or payable by any insurer for any tangible Business Property that is destroyed or damaged after the date of this Agreement and prior to the bids, Closing); (n) the prospective purchasers, “Azaya Therapeutics” name and the engagement or activities of “www. a▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” Domain Name; and (go) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one assets that are specifically identified or described on Section 2.2(o) of them is a partythe Disclosure Schedule.

Excluded Assets. The assets listed below shall be retained by Sellers and shall Notwithstanding anything to the contrary set forth in this Agreement, other than the Acquired Assets, the Company is not be transferred to acquiring, or assumed by either Buyer taking any other assets, properties or rights of the Seller or the Business (the “Excluded Assets”):), which for the avoidance of doubt the Excluded Assets shall include the following: (a) any cash, bank deposits, cash equivalents or similar cash items held by members Tangible Property of Seller (except to the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditextent an Acquired Asset); (b) the membership interests organizational documents, seals, minute books and other documents relating exclusively to the organization, maintenance and existence of the Seller as a legal entity, including taxpayer and other identification numbers; Tax Returns, Tax information and Tax records; auditors’ work papers; all books and records prepared or received in connection with the sale of the Acquired Assets, including legal advice received in connection therewith, offers received from prospective purchasers and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, information relating to such offers; and Cinco Pipe & Supply, LLC, a Delaware limited liability companybooks and records related exclusively to the Excluded Assets or the Excluded Liabilities; (c) All cash, certificates of deposit, bank deposits and accounts, negotiable instruments, marketable securities, investments and other cash equivalents of any type, together with all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)accrued but unpaid interest thereon; (d) any books and records of Sellers, but not of the Subsidiaries, provided rights that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate accrue or will accrue to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSelling Parties under this Agreement; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)all Contracts that are not Assigned Contracts; (f) all insurance policies of the Seller and all rights to applicable claims and proceeds thereunder; (g) the Seller’s Benefit Plans and all assets thereof; (h) all rights to receive and retain mail, accounts receivable payments related to pre-Closing periods and other communications relating to the Business; (i) agreements any and correspondence between Sellers and ▇▇▇▇▇▇▇ all refunds of or credits relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers any Taxes of the Purchased AssetsSeller; (j) all rights to choses in action, (iv) analyses by or for the benefit causes of Sellers of any bids submitted by any prospective purchaseraction, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersclaims, and demands of the Seller (vi) correspondence between Sellers whether known or ▇▇▇▇▇▇▇ unknown, matured or any of their respective representatives with respect unmatured, accrued or contingent), as related to any Excluded Liability; (k) all rights under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of the bids, Seller to the prospective purchasers, extent relating to any Excluded Liability; (l) the engagement or activities of ▇▇▇▇▇▇▇Intellectual Property Rights listed and described on Schedule 1.3(l); and (gm) all the assets, properties, and rights of Sellers pursuant to this Agreement listed and any other Ancillary Agreement to which either one of them is a partydescribed on Schedule 1.3(m).

Excluded Assets. The Notwithstanding anything contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer Parties are not purchasing, any assets listed below other than those specifically described in Section 2.1, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets of the Seller, all of which shall be retained by Sellers and shall not be transferred to or assumed by either Buyer the Seller (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members all of the Seller Group, including Parties’ cash and bank deposits held by the Subsidiaries supporting any letters of creditcash equivalents, accounts receivable, deferred charges and prepaid items, except as set forth in Section 2.1(i); (b) the membership interests Seller Parties’ corporate books and any other Equity Securities records of internal corporate proceedings, tax records, work papers and books and records, except as set forth in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySection 2.1(k); (c) all of Sellersthe Seller Parties’ claims for refunds of Taxes set forth on Schedule 2.2(c)bank accounts; (d) any books all accounting records (including records relating to Taxes) and records of Sellers, but not internal reports relating to the business activities of the SubsidiariesSeller Parties, provided that Sellers shall provide Buyers with copies except as set forth in Section 2.1(k); (e) any interest in or right to any refund of such retained books and records of Sellers that relate Taxes relating to the Business, the Subsidiaries, the Purchased Transferred Assets or the Assumed Liabilities; (e) the assetsLiabilities for, if anyor applicable to, of Sellers’ set forth in Schedule 2.2(e)any Pre-Closing Tax Period; (f) all Permits of the Seller Parties, including import and export licenses; (g) all rights of the Seller Parties with respect to Contracts that are not Assumed Contracts; (h) interests in real property other than pursuant to the Assumed Leases; (i) agreements any insurance policies and correspondence rights, claims or causes of action thereunder; (j) except as specifically provided in Section 5.5, any assets relating to any Employee Plan; (k) all rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability; (l) Business Products that are not Transferred Products; (m) all Patents of the Seller Parties that are not Transferred Patents, including the Patents listed on Schedule 2.2(m) of the Disclosure Schedule as determined pursuant to Section 5.16. (n) all rights of the Seller Parties under this Agreement and the Ancillary Agreements; and (o) all confidential communications between Sellers the Seller and its Affiliates, on the one hand, and ▇▇▇▇▇▇, ▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or & ▇▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇“▇▇▇▇▇▇ ▇▇▇▇”), on the other hand, relating to the Business or the Transferred Assets or arising out of or relating to the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby, including any attendant attorney-client privilege, attorney work product protection, and expectation of their respective representatives with respect to client confidentiality applicable thereto, and including any of the bids, the prospective purchasers, the engagement information or activities files in any format of ▇▇▇▇▇▇ ▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party▇▇ in connection therewith.

Excluded Assets. The assets listed below Excluded Assets shall be retained by Sellers consist of all assets, properties and shall rights not be transferred to or assumed by either Buyer (enumerated as Purchased Assets in Section 1.2, including, without limitation, the “Excluded Assets”):following items: (a) any cash, bank depositsall cash on hand and in banks, cash equivalents or similar cash items held by members (exclusive of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditcredit issued by customers of Seller) and investments; (b) Seller's bank accounts, lock box accounts (except as governed by the membership interests Lockbox Agreement, as defined below), checkbooks and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companycancelled checks; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(caccounts receivable other than the Purchased Receivables (the "Retained Receivables"); (d) any books and records of Sellers, but not of Seller's rights under the Subsidiaries, provided non-compete agreements with the Division employees to the extent that Sellers shall provide Buyers with copies of such retained books and records of Sellers that they relate to Seller's business other than the Division Business, and those contracts with Seller's Affiliates (as herein defined) set forth on SCHEDULE 1.3(d) hereto; (e) rights in and to claims and litigation (and in each case benefits to the Subsidiaries, extent they arise therefrom) against third parties to the extent such claims and litigation are not in any way related to the Purchased Assets or the Assumed Liabilitiesliabilities (as herein defined), and rights in and to claims (and benefits to the extent they arise therefrom) that relate to Excluded Liabilities (as herein defined); (ef) insurance policies of Seller and rights in connection therewith; (g) rights arising from prepaid expenses, if any, with respect to assets not being sold hereunder; (h) rights arising from any refunds due with respect to insurance premium payments and refunds due from federal, state, provincial and/or local taxing authorities with respect to taxes heretofore paid by Seller; (i) deposits of Seller with the Internal Revenue Service and Canada Customs and Revenue Agency, including, without limitation, tax deposits, prepayments and estimated payments; (j) all rights of indemnification, claims and causes of action which relate to the conduct of the Division Business prior to the Closing Date, including, without limitation, those against any person under any purchase or other agreement pursuant to which Seller or any of its Affiliates acquired any portion of the Division Business or those arising by operation of law or equity or otherwise, but excluding product warranty claims with respect to tangible assets of the Division Business against the suppliers thereof; (k) Seller's rights under this Agreement; (l) Seller's corporate charter, minute and stock record books, and corporate seal and tax returns; (m) the agreements set forth on SCHEDULE 1.3(m); (n) the assets, if any, of Sellers’ set forth in Schedule 2.2(edescribed on SCHEDULE 1.3(n); (fo) all (i) agreements assets and correspondence between Sellers properties of Seller used, but not exclusively, in the conduct of Division Business, including, without limitation, the names "OrthoLogic" and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists "OrthoLogic Canada" and all intellectual property rights of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives Seller with respect to any of the bidssuch names; (p) all franchises, the prospective purchaserspermits, the engagement or activities of ▇▇▇▇▇▇▇certificates, approvals and licenses and other governmental authorizations and accreditations held by Seller not specifically transferred to Purchaser; and (gq) all rights any contracts, agreements, leases and commitments of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partySeller not otherwise described in Section 1.2 hereof.

Excluded Assets. The assets listed below Nothing herein contained shall be retained by Sellers deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and the Seller Parties shall not be transferred to or assumed by either Buyer (retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets”): ” shall mean all assets, properties, interests and rights of the Seller Parties and any of their respective Affiliates other than the Transferred Assets. For the avoidance of doubt, the Excluded Assets shall include (but are not limited to): (a) any cash, bank deposits, all cash and cash equivalents or similar cash items on hand and in banks and investments held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; Seller; 12 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED (b) the membership interests and any other Equity Securities Marks owned by or licensed to the Seller Parties or their Affiliates except for the Marks listed in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; Schedule 2.01(a) of the Seller Disclosure Schedule (the “Seller Marks”); (c) all of Sellers’ claims other Intellectual Property Rights owned by or licensed to the Seller Parties or its Affiliates, except for refunds of Taxes set forth on Schedule 2.2(c); the Transferred Intellectual Property Rights; (d) (i) all books, records, files and papers, whether in hard copy or computer format, (A) prepared in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, (B) prepared and maintained by any Seller Party, including all regulatory files (including correspondence with regulatory authorities), market research data, and marketing data, that are not primarily related to the operation of the Business as currently conducted, (C) relating to employees of the Seller Parties or their respective Affiliates, (D) that are laboratory notebooks or (E) that are Excluded IT Assets and (ii) all minute books and corporate records of Sellers, but not the Seller Parties and their respective Affiliates; (e) the property and assets listed in Schedule 2.02(e) of the SubsidiariesSeller Disclosure Schedule; (f) all rights of the Seller Parties arising under this Agreement or the Assignment and Assumption Agreement or the transactions contemplated hereby or thereby; (g) except as specified in Section 2.01(f), provided that Sellers shall provide Buyers with copies of such retained books all rights under the Seller Parties’ and records of Sellers their Affiliates’ insurance policies or self-insurance that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; ; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (fh) all accounting goodwill related to the Business; (i) agreements except as specified in Section 2.01(h), all Promotional Materials; and correspondence (j) all privileged or confidential communications between Sellers any Seller Party and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of its Affiliates and its and their respective representatives and any prospective purchasers other than Buyersattorneys, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyprivileged documents.

Excluded Assets. The Buyer and Seller expressly understand and agree that all assets listed below shall be retained by Sellers of Seller and shall not be transferred to or assumed by either Buyer its Subsidiaries, other than the Transferred Assets (the “Excluded Assets”):), shall be excluded from the Transferred Assets, including: (a) any cashall assets, bank depositstangible or intangible, cash equivalents real or similar cash items held personal that are not specifically described or identified in Section 2.01 or described or listed on the Schedules thereto, including (i) all of Seller’s, and its Subsidiaries’, Intellectual Property other than the Transferred Intellectual Property, (ii) all other assets used by members Seller or its Subsidiaries partially or wholly in businesses of Seller or its Subsidiaries other than solely in the Business, and (iii) all assets used in connection with Seller’s corporate functions (including the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditBusiness; (b) all Contracts that are not Assumed Contracts, including all purchase and sales orders under which Products remain to be delivered to customers of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyBusiness as of the Closing Date; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Prepayments associated with Contracts that are not Assumed Contracts or other obligations not assumed by Buyer; (d) any books and records of Sellers, but not all Accounts Receivable as of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesClosing Date; (e) all Cash and Cash Equivalents as of the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Closing Date; (f) all Unfinished Inventory as of the Closing Date (provided that all such Unfinished Inventory may be purchased by Buyer in accordance with the terms and conditions of the Transition Services Agreement); (g) all Equipment which is not Transferred Equipment (provided that all such Equipment may be purchased by Buyer in accordance with the terms and conditions of Section 5.18); (h) all Employee Plans; (i) agreements the minute books, stock ledgers, accounting records, Tax Returns and correspondence between Sellers other books and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreementrecords of Seller and its Subsidiaries that are not specifically identified in Section 2.01; (j) all causes of action, (ii) lists of prospective purchasers for such transactions compiled by claims, demands, rights and privileges against third parties, whether liquidated or for the benefit of Sellersunliquidated, (iii) bids submitted by other prospective purchasers of the Purchased Assetsfixed or contingent, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and inchoate that relate to (vii) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bidsExcluded Assets or Excluded Liabilities, or (ii) events or breaches occurring on or prior to the prospective purchasersClosing Date which relate to the Transferred Assets, including causes of action, claims and rights which Seller or its Subsidiaries may have under any insurance contracts or policies insuring the engagement Transferred Assets; (k) all rights to or activities claims for refunds of ▇▇▇▇▇▇▇Taxes (including penalties) paid by Seller or its Subsidiaries, including those imposed on property, income or payrolls, to the extent such refunds are attributable to a Pre-Closing Tax Period or the portion of any Post-Closing Tax Period attributable to the period up to and including the Closing Date; (l) all rights, properties, and assets which have been used in the Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of in the ordinary course of the Business consistent with past practice prior to the Closing and not in violation of the terms of this Agreement; (m) all enterprise software, databases and networks of Seller or its Subsidiaries, including all sales management, engineering, materials, business planning, manufacturing, logistics, finance and accounting systems utilized by Seller or its Subsidiaries outside of the Business; and (gn) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe assets specifically identified on Schedule 2.02(n).

Excluded Assets. The Notwithstanding anything contained in Section 2.1 to the contrary, neither the Seller nor any Seller Subsidiary is selling, and the Buyer is not purchasing, any assets other than those specifically listed below or described in Section 2.1, and without limiting the generality of the foregoing, the term Transferred Assets shall expressly exclude the following assets, all of which shall be retained by Sellers the Seller and shall not be transferred to or assumed by either Buyer the Seller Subsidiaries (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents all agreements pursuant to which Seller or similar cash items held by members of the a Seller GroupSubsidiary offers recursive DNS to a customer at no charge to such customer, including cash Seller’s public recursive DNS services, Seller’s recursive DNS service known as “Recursive DNS Basic Service” and bank deposits held by any such recursive DNS services provided for, or used in connection with, Seller’s or its Affiliates’ other businesses (as part of a broader service offering or otherwise), including the Subsidiaries supporting any letters of creditRegistry Services Business; (b) all technology partnership agreements as set forth in Section 2.2(b) of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyDisclosure Schedules; (c) all of Sellers’ claims for refunds of Taxes the contracts and agreements set forth on in Schedule 2.2(c); (d) any books cash and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiescash equivalents; (e) the assetsaccounts receivable, if anyprepaid expenses and all other current assets of or pertaining to the Business, of Sellers’ set forth in Schedule 2.2(e)together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto; (f) any asset constituting a current or deferred Tax asset; (g) the Seller’s and the Seller Subsidiaries’ corporate books and records of internal corporate proceedings, company policies, Verisign templates, restricted party screening results, customer case histories or sales activity logs (except, in the case of customer case histories or sales activity logs, to the extent provision thereof is contemplated in the Transition Services Agreement); (h) all real property, leaseholds and other interests in real property, including colocation facilities, together in each case with all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances relating to the foregoing; (i) agreements all capital stock and correspondence between Sellers other equity interests of any Person; (j) all Intellectual Property and ▇▇▇▇▇▇▇ Intellectual Property Rights, including all rights in, arising out of, or associated with the following Trademarks and any and all variations or derivations thereof: “VeriSign,” “Verisign,” “VeriSign Security Services,” “Verisign Security Services,” “Powered by Verisign,” “Powered by VeriSign”; (k) all of the Seller’s and the Seller Subsidiaries’ bank accounts; (l) all accounting records and analogous internal reports relating to the business activities of the Seller and the Seller Subsidiaries to the extent not exclusively relating to the Business, and all records relating to Taxes; (m) any interest in or right to any refund of Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any Taxable period (or portion thereof) ending on or prior to the Closing Date; (n) any insurance policies and rights, claims or causes of action thereunder; (o) except as specifically provided in ARTICLE VI, any assets relating to any Seller Employee Plan; (p) all rights, claims and causes of action and the like relating to any Excluded Asset or any Excluded Liability or arising from or relating to the conduct of the Business (including use of the Transferred Assets) prior to the Closing; (q) all rights of the Seller and the Seller Subsidiaries under this Agreement and the Ancillary Agreements; (r) all rights of the Seller and the Seller Subsidiaries under any intercompany agreements, including for purposes of clarity any Contract relating to the Business or the Transferred Assets that is solely between or among the Seller and any Seller Subsidiary; (s) all records or other materials prepared or received by the Seller, any of the Seller Subsidiaries, or any of their Representatives in connection with the sale of the Business (or any portion thereof), including bids received from third Persons and analyses relating to the Business (or any portion thereof); (t) all confidential communications between the Seller and its Affiliates, on the one hand, and its and their Representatives (including such Representatives which have been engaged in connection with the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ Agreement or any of their respective representatives and any prospective purchasers the Ancillary Agreements), on the other than Buyershand, and (vi) correspondence between Sellers to the extent arising out of or ▇▇▇▇▇▇▇ relating to the negotiation, execution or delivery of this Agreement or any of their respective representatives with respect to the Ancillary Agreements and the transactions contemplated hereby or thereby, including any attendant attorney-client privilege, attorney work product protection, and expectation of the bidsclient confidentiality applicable thereto, the prospective purchasers, the engagement and including any such information or activities files in any format of ▇▇▇▇▇▇▇any such Representative in connection therewith; and (gu) all rights other assets of Sellers pursuant to this Agreement the Seller and any other Ancillary Agreement to which either one of them is a partythe Seller Subsidiaries not specifically listed or described in Section 2.1, including all infrastructure, network, systems, furniture, fixtures, and equipment, whether or not used in or in connection with the Business.

Excluded Assets. The Notwithstanding anything herein to the contrary, the following assets listed below that are associated with Seller’s operations of the Business are not intended by the parties to be a part of the Assets and shall be retained by Sellers excluded from such purchase and shall not be transferred to or assumed by either Buyer the definition of the Assets (collectively, the “Excluded Assets”): ): (ai) rights to Agency Settlements arising prior to the Effective Time, (ii) any cash, bank deposits, and all cash and cash equivalents owned or similar cash items held by members Seller (including certificates of deposit and checking and money market accounts); (iii) Seller’s records, books, minute books, tax records, and any records that by law Seller is required to retain in its possession and all books and records relating to the Excluded Assets and the Excluded Liabilities; (iv) all assets, rights and funds in connection with any Benefit Plan described in Section 5.26(a); (v) all of Seller’s insurance proceeds arising in connection with the Business prior to the Closing; (vi) except as provided in Section 3.4, the Government Patient Receivables; (vii) other assets of the Seller not specifically used in connection with or operation of the Facility or Business (including all assets used in connection with Seller’s other healthcare operations and business not relating to the Facility and Business); (viii) the Excluded Contracts; (ix) any reserves or prepaid expenses to the extent related to Excluded Assets and Excluded Liabilities and, with respect to the prepaid expenses, to the extent not transferable to and useable by Buyer; (x) all rights of Seller under or pursuant to this Agreement; (xi) all intercompany receivables of Seller with any of its Affiliates; (xii) computer software, programs and hardware, data processing system manuals and licensed software materials owned or leased by or licensed to The GEO Group, Inc., as more particularly described in Schedule 2.2; (xiii) any asset which would revert to the employer upon the termination of any Seller Benefit Plan, including cash and bank deposits held by the Subsidiaries supporting assets representing a surplus or overfunding of any letters of credit; Seller Benefit Plan; (bxiv) the membership interests name GEO Care, all abbreviations and variations thereof and service marks, symbols and logos and any other Equity Securities intellectual property related thereto, together with any names, symbols or abbreviations used by Seller for operations other than the Facility; (xv) the portions of inventory, prepaids and other Assets disposed of, expended or canceled, as the case may be, by Seller after the date hereof and prior to the Effective Time in Quail Nuclear Specialty Servicesthe ordinary course of business; (xvi) assets owned and provided by vendors of services or goods to the Facility; (xvii) all claims, LLCrights, a Texas interests and proceeds with respect to federal, state or local tax refunds (including but not limited liability companyto property tax) resulting from periods ending on or before the Effective Time, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; the right to pursue appeals of same; (cxviii) all claims, causes of Sellers’ claims for refunds action and judgments in favor of Taxes Seller arising from acts, omissions, facts or circumstances occurring prior to the Effective Time, whether or not relating to the Assets; and (xix) those assets set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party2.2.

Excluded Assets. The assets listed below shall be retained by Sellers It is hereby expressly acknowledged and agreed that the Purchased Assets shall not be transferred include, and Seller is not selling, transferring or assigning to Buyer, and Buyer is not purchasing or assumed acquiring from Seller, the following (the properties and assets expressly excluded by either Buyer (this Section 2.2 being referred to herein as the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents assets reflected in Seller’s books and records as held for use in the Non-ACF Businesses (and not for use in the Business) or similar cash items held by members of the Seller Group, including cash and bank deposits held for use by the Subsidiaries supporting any letters of creditcorporate headquarters function; (b) the membership interests and any of Seller’s cash, bank deposits or similar cash items, other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability companythan any Lockbox Accounts, and Cinco Pipe & Supplyrefundable deposits of Seller of any kind, LLC, a Delaware including but not limited liability companyto security deposits for Transferred Real Estate Leases and Transferred Registered Motor Vehicle Leases; (c) all any Claim, right or interest of Sellers’ claims Seller in and to any refund for refunds Taxes, governmental fees or other like assets or charges of Taxes set forth on Schedule 2.2(c)any kind whatsoever, together with any interest due Seller thereon, for any periods prior to the Closing Date; (d) any books the equipment leased from a third party and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitieslisted on Schedule 2.2D; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e)all assets attributable or related to any Benefit Plan; (f) all of the Contracts set forth on Schedule 2.2F and any purchase orders or other contracts, agreements or instruments for the purchase of Merchandise or other goods for use in the Business entered into prior to the Closing which are not Transferred Purchase Orders (icollectively, the “Excluded Contracts”); (g) agreements and correspondence between Sellers and ▇▇▇the Licenses set forth on Schedule 2.2G (the “Excluded Licenses”); (h) all of the Seller’s trademarks, symbols, service marks, trademark registrations, service ▇▇▇▇ relating registrations, styles, trade names and applications for registration of trademarks and service marks (except to the transactions contemplated extent provided by this Agreementthe Intellectual Property License Agreement and Section 5.18) (the “Excluded Seller Marks”); (i) the proprietary Seller software and IT systems; (j) the Other Business Locations and the real property leases directly related thereto; (k) the Business Merchandise and other assets located at the Assumed Locations, Shared Locations and the Other Business Locations, except to the extent that such Business Merchandise and other assets located at such Assumed Locations, Shared Locations and Other Business Locations will constitute Rental Inventory pursuant to Section 2.1(e)(ii) or are otherwise Purchased Assets pursuant to Section 2.1; (l) all rent-to-rent business (including associated rent-to-rent contracts, furniture and furnishings) currently being or to be conducted in (i) the Non-ACF Businesses, to the extent not prohibited by the provisions of Section 5.7, or (ii) locations which are wholly franchised by Seller to Person(s) who are third-party owners and operators of Aaron’s Sales & Lease Ownership store(s) (as a result of a grant by Seller of franchise rights to such franchisees which remain with such franchisees or other agreement between Seller and such franchisees), which are not Affiliates of Seller (other than solely as a result of such Person’s relationship to the Seller as a franchisee) (“Non-Affiliated Franchisees”); (m) all rights to credits, rebates, offsets and refunds from vendors to the Business arising prior to the Closing; (n) all of the rights, Claims or causes of action of Seller against third Persons to the extent they relate to the Excluded Assets or the Excluded Liabilities; (o) all Merchandise subject to Undelivered Rental Contracts, to the extent that such Merchandise has not been delivered to the customer on the date prior to the Closing Date (“Pending Business Merchandise”), except to the extent that such Pending Business Merchandise (i) is located at a Specified Location, (ii) lists has been selected by Buyer as part of prospective purchasers for such transactions compiled by the Rental Inventory transferred to Buyer under Section 2.1(e)(ii) hereof or for the benefit of Sellers, (iii) bids submitted has been or is to be acquired by other prospective purchasers of the Purchased AssetsBuyer in connection with a Transferred Purchase Order; (p) all motor vehicles owned or financed, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersby lease, by Seller (except for (i) any such motor vehicle that is financed is listed on Schedule 2.1C-1 and (viii) correspondence between Sellers or ▇▇▇▇▇▇▇ or any such motor vehicle described in Section 2.1(c)(2) of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇this Agreement); and (gq) all rights Business Merchandise stored in trailers or similar shelters adjacent to Assumed Locations, Shared Locations or Other Business Locations (“Stored Business Merchandise”), except to the extent that such Stored Business Merchandise has been selected by Buyer as part of Sellers pursuant the Rental Inventory transferred to this Agreement Buyer under Section 2.1(e)(ii) hereof; and (r) except as otherwise provided for in Section 5.18 herein or the Intellectual Property License Agreement, all signage, decals, printed displays and any other Ancillary Agreement to which either one of them is a partysimilar branded materials containing the Excluded Seller’s Marks.

Excluded Assets. The Other than the Purchased Assets subject to Section 2.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer properties of Seller (collectively, the “Excluded Assets”): (a) any cashall cash and cash equivalents, bank depositsaccounts and securities of Seller, except ▇▇▇▇▇ cash equivalents or similar cash items held by members included in the calculation of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditClosing Adjusted Working Capital as finally determined; (b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyall intercompany accounts or notes receivable; (c) all of Sellers’ claims for refunds of Taxes Contracts set forth on Schedule 2.2(cSection 2.02(l) of the Disclosure Schedules (the “Excluded Contracts”); (d) all Intellectual Property other than (i) the Intellectual Property Assets, and (ii) any books and records content on domains which Seller uses to promote its other lines of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesbusiness; (e) the assetscorporate seals, if anyorganizational documents, minute books, stock books, Tax Returns, books of Sellers’ set forth in Schedule 2.2(eaccount or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, including copies of the personnel files of Transferred Employees, subject to Section 2.02(t), legal files maintained by the Seller and any attorney-client privilege associated therewith, and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain (including without limitation environmental records, workers compensation files and records and any copies of records held by or at Seller’s headquarters); (f) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (g) subject to Section 6.01(d), all Benefit Plans and trusts or other assets attributable thereto; (h) the prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees that are excluded from the calculation of Closing Adjusted Working Capital as finally determined; (i) agreements all Tax assets (including duties and correspondence between Sellers Tax credits and ▇▇▇▇▇▇▇ refunds and prepayments and deferred Tax assets) of Seller or any of its Affiliates; (j) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, in each case arising from or relating to (i) any Excluded Assets or (ii) any Excluded Liabilities; (k) all assets, properties and rights used or held for use by Seller primarily in its businesses other than the Business; (l) the assets, properties and rights specifically set forth on Section 2.02(l) of the Disclosure Schedules; (m) the rights which accrue or will accrue to Seller under the Transaction Documents; (n) any letters of credit issued by Seller in respect of the Business; (o) all tangible personal property located on the property subject to the Bentonville Lease that is not Bentonville Transferred Personal Property; (p) the Bentonville Lease; (q) any rights to make claims or receive payments from the U.S. Customs and Border Protection Agency related to the Continued Dumping and Subsidy Offset Act of 2000 with respect to the Business for any pre-Closing period or for any manufacturing or other activities occurring during the pre‑Closing period; (r) the name “Lancaster Colony”, “Lancaster Colony Corporation” or similar name and any logo containing the same, except to the extent of the license set forth in Section 6.08; (s) the fixed asset software of the Seller set forth on Section 2.02(s) of the Disclosure Schedules; and (t) (i) any attorney-client privilege and attorney work-product protection of Seller or associated with the Business, other than with respect to the Purchased Assets and Assumed Liabilities, as a result of legal counsel representing Seller or the Business on or prior to the Closing, including in connection with the transactions contemplated by the Agreement; (ii) all documents maintained by legal counsel as a result of representation of the Seller or the Business on or prior to the Closing other than with respect to the Purchased Assets and Assumed Liabilities; (iii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iv) all documents maintained by the Seller in connection with the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.

Excluded Assets. (a) The assets listed below shall be retained by Sellers Transactions exclude, and shall not be transferred prior to the Closing Date, Seller may cause ▇▇▇▇▇-▇▇▇▇▇ to transfer to Seller or assumed by either Buyer any of its Affiliates the following (the “Excluded Assets”): (ai) any cash, bank deposits, the information described in subsections (1) and (2) of the last paragraph of Section 7.1(a); (ii) all cash and cash equivalents owned, held or similar cash items held controlled by members the Company as of the Seller Grouptime of such transfer (which must occur prior to the Closing Date), including amounts held in demand and deposit accounts, certificates of deposit, securities, negotiable instruments, life insurance policies on the life of the Shareholder, annuities, and items of similar nature; and (iii) all rights and interests of whatever nature under the lawsuits, claims, litigation and causes of action, and all related rights, properties and interests (including property obtained in realization of the foregoing), all described in Schedule 7.7(a). Buyer acknowledges that Seller intends to sweep the Company’s accounts no later than the date prior to the Closing Date and that it will be incumbent upon Buyer to furnish its own cash working capital for operation of the Business from and bank deposits held by after Closing. Notwithstanding anything to the Subsidiaries supporting contrary provided elsewhere in this Agreement, Seller’s representations and warranties in Article 4 shall not apply to any letters of credit;the items described in clauses (i) through (iii) of the immediately preceding sentence. (b) Buyer acknowledges that Seller, between the membership interests time of execution of this Agreement and the Closing Date, will be taking various actions required to transfer and assign the Excluded Assets from the Company to Seller or a Seller Affiliate. If the transfer of any other Equity Securities of the Excluded Assets requires the consent of any Third Party and such consent is not received prior to Closing, Seller and Buyer shall cooperate and each shall use Reasonable Efforts to obtain such consents to the extent required of such Third Party. If and when any such consents are obtained, Buyer will cause the applicable asset to be transferred to Seller or its designated Affiliate. If any such consent cannot be obtained, Buyer shall cooperate in Quail Nuclear Specialty Servicesany reasonable arrangement designed to obtain for Seller all benefits, LLCobligations and privileges of the applicable Excluded Asset, a Texas limited liability companyincluding possession, use, risk of loss, potential for gain and Cinco Pipe & Supplydominion, LLC, a Delaware limited liability company;control and demand. (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Except to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ extent expressly set forth in Schedule 2.2(ethis Agreement and any Transaction Document executed pursuant to Section 7.7(b); (f) all (i) agreements and correspondence between Sellers and , after the Closing, neither Buyer, ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇-▇▇▇▇▇ or nor any of their respective representatives and other Buyer Indemnitee shall have any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives obligation with respect to any Excluded Asset, and Seller and the Shareholder hereby release and discharge the Buyer Indemnitees from any and all obligations, claims and Losses that have or may accrue and that relate to, arise out of or result from the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and (g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyExcluded Assets.

Excluded Assets. The Notwithstanding Section 1.1(a), all the following assets listed below (the "Excluded Assets") shall be retained by Sellers Contributor and shall not be transferred pursuant to or assumed by either Buyer (the “Excluded Assets”):this Agreement: (ai) any cash, bank depositsCash on hand, cash equivalents or similar cash items held by members of (including all amounts reflected as "Due from related parties, net" on the Seller GroupBalance Sheet), investments (including cash stock, debt instruments, options and other instruments and securities) and bank deposits held by as of the Subsidiaries supporting any letters of creditClosing Date; (bii) the membership interests Contributor's original corporate minute books, stock records, tax returns, and any other Equity Securities books and records of the Contributor PROVIDED, HOWEVER, that the Books and Records described in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, Section 1.1(a)(ix) above shall not be deemed Excluded Assets and Cinco Pipe & Supply, LLC, a Delaware limited liability companyPROVIDED FURTHER that copies of any such books and records that are Excluded Assets and that relate to the Business or the Acquired Assets shall be made available to Clarant in accordance with Section 10.2(c) and any Books and Records acquired by Clarant shall be made available to the Contributor in accordance with Section 10.2(c) hereof; (ciii) All rights of Contributor under this Agreement and the documents delivered in connection herewith; and (iv) All accounts receivable of Contributor not allocated to the Business or which have been written off or reserved prior to Closing, and all collections associated therewith; (v) All rights to the use of Sellers’ claims the name "Brand Dialogue" and any variation or derivation thereof or confusingly similar term and any trademarks, service marks, trade names, trade dress, logos, business and product names, slogans and registrations and applications for refunds registration thereof incorporating, using or referring to the name "Brand Dialogue," or used in connection with the Business prior to the Closing (including without limitation, the logo attached hereto as SCHEDULE 1.1(b)(v)); PROVIDED, HOWEVER, that Clarant shall, pursuant to Section 10.9, have certain rights with respect to the foregoing; (vi) All assets of the Contributor which are not located in New York, New York, whether or not used principally in connection with the Business; (vii) All assets necessary in connection with Brand Dialogue's operations in locations other than New York; (viii) All rights of the Contributor to any refund of Taxes set forth on Schedule 2.2(c(as defined in Section 5.24(c)); (dix) any books All Contributor Plans (as defined in Section 5.17(a) and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of all assets relating to such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesplans; (ex) All claims, rights and causes of action to the assets, if any, of Sellers’ set forth extent related to an Excluded Asset or Retained Liability (as defined in Schedule 2.2(eSection 1.2(b)); (fxi) all (i) agreements All furniture and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇fixtures; and (gxii) Subject to the Transition Services Agreement, all rights corporate services rendered to the Business by the Contributor, including without limitation, services rendered by the accounting, payroll and benefits departments of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Contributor.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding the foregoing, the Purchased Assets shall not be transferred to or assumed by either Buyer include the following assets (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including all cash and cash equivalents, and the bank deposits held by the Subsidiaries supporting any letters accounts of creditSeller; (b) all accounts receivable as of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyClosing Date; (c) all Contracts that are not Assigned Contracts, as listed on ‎Section 2.02(c) of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cthe Seller Disclosure Schedules (the “Excluded Contracts”); (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files other than personnel files for Seller employees that are hired by Buyer upon Closing, and any other books and records of Sellers, but not of which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) refunds or credits (or rights thereto) relating to Taxes attributable to Seller with respect to any Tax period (or portion thereof) ending prior to the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained Closing Date; (f) books and records to the extent relating to any of Sellers the Excluded Assets or Excluded Liabilities; (g) all Benefit Plans and assets attributable thereto; (h) all insurance policies or any rights under insurance policies, except for those specified in ‎Section 2.01(j); (i) the assets, properties and rights of Seller that do not relate to the Business, the SubsidiariesProducts, the Purchased Assets or the Assumed LiabilitiesBusiness IP Assets, or are otherwise specifically set forth on ‎Section 2.02(i) of the Seller Disclosure Schedules; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (fj) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ pre-Closing communications of Seller relating to this Agreement, any Ancillary Documents and the transactions contemplated by this Agreementhereby and thereby, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, such communications between Seller and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect its legal counsel shall be deemed to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇be attorney-client privileged; and (gk) all the rights of Sellers which accrue or will accrue to Seller under this Agreement and the Ancillary Documents or any other Contract, document or instrument executed and delivered by Seller pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyAgreement.

Excluded Assets. The Other than the Purchased Assets, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, any other assets listed below or properties of Seller or its Affiliates, and all such other assets and properties shall be retained by Sellers and shall not be transferred to or assumed by either Buyer excluded from the Purchased Assets (collectively, the “Excluded Assets”):). Solely by way of illustration, the Excluded Assets include the following: (a) The franchise to be a limited liability company, minute books, equity of Seller held in treasury, unit books and any cash, bank deposits, cash equivalents other limited liability company records relating to the organization or similar cash items held by members capitalization of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditSeller; (b) the membership interests All books and records that Seller is required to retain pursuant to any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyapplicable Law; (c) all All defenses, rights of Sellers’ claims for refunds set off and counterclaims arising out of Taxes set forth on Schedule 2.2(c)or relating to any of the Retained Liabilities; (d) any books All cash, cash deposits, bank accounts, certificates of deposit, savings and records other similar cash or cash equivalents of Sellersevery kind, but not of the Subsidiariescharacter, provided that Sellers shall provide Buyers with copies of such retained books nature and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesdescription; (e) All accounts or notes receivable related to the assets, if any, conduct or operation of Sellers’ set forth in Schedule 2.2(e)the Business or otherwise; (f) all All insurance policies and rights, claims or causes of action thereunder and prepaid insurance amounts and refunds; (g) Any assets relating to any Employee Benefit Plan; (h) All Tax Returns, Tax-related work papers, books and records, and Tax refund claims; (i) agreements Any assets that are not located at the Business, including assets related to Seller’s administration, IT, and correspondence between Sellers similar infrastructure, or assets of Seller used in, and ▇▇▇▇▇▇▇ located at, other parts of its business; (j) With respect to customers who are, after the Closing, customers of both Purchaser and the Business, on the one hand, and Seller or its Affiliates, on the other hand, all assets relating to the transactions contemplated by this Agreement, portion of such customer relationship that is not exclusively related to the Business; (iik) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives All contracts and any prospective purchasers agreements other than Buyers, the Assigned Contracts and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇Facility Lease; and (gl) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyThe assets set forth on Schedule 1.2(l), if any.

Excluded Assets. The assets listed below Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be retained by Sellers construed as conferring on Buyer, Seller is not selling, and shall Buyer is not be transferred acquiring, any right, title or interest in or to or assumed by either Buyer the following specific assets which are hereby excluded from the sale and the definition of Zion Assets (the “"Excluded Assets”"): 7.2.1. The land described in the Lease Agreement as the Premises (athe "Real Property"); 7.2.2. The Spent Nuclear Fuel; 7.2.3. The Switchyard and all fixtures, improvements, equipment and personal property within the Switchyard and all controls, cables and other equipment and fixtures relating to the operation of the Switchyard but not located within the Switchyard; provided that title to the Switchyard Controls located outside the Switchyard shall pass to Buyer as and when Seller gives written notice to Buyer that such Switchyard Controls (or portions thereof) have been abandoned in place in accordance with section 8.8 of the Lease Agreement; 7.2.4. The Synchronous Condensers; provided that title to the Synchronous Condensers (or appropriate portions thereof) shall pass to Buyer as and when Seller gives written notice to Buyer that the Synchronous Condensers (or portions thereof) have been abandoned in place in accordance with section 8.8 of the Lease Agreement; 7.2.5. The New VAR Facility; 7.2.6. Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, security deposits, and interests in joint ventures, partnerships, limited liability companies and other entities relating to the Facilities or the Zion Station Site, except such assets comprising the QDF or the NDF; 7.2.7. All rights to premium refunds and distributions made on or after the Closing Date with respect to periods on or prior to the Closing Date under Nuclear Insurance Policies of Seller with ANI, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing Date pursuant to the ANI nuclear industry credit rating plan; 7.2.8. Seller's policyholder interest under its ▇▇▇▇ policies, including rights to any premium refunds or other distributions made before, on or after the Closing Date; 7.2.9. All cash, cash equivalents, bank deposits, cash equivalents accounts and notes receivable (trade or similar cash items held by members of the Seller Groupotherwise), including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) the membership interests and any income, sales, payroll or other Equity Securities receivables relating to Taxes, in Quail Nuclear Specialty Serviceseach case whether or not relating to the Zion Assets, LLCexcept to the extent such assets are included in the QDF and the NDF assets to be transferred, a Texas limited liability companyrespectively, to the Buyer QDF and Cinco Pipe & Supply, LLC, a Delaware limited liability company; the Buyer NDF (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cas provided in Section 11.12); 7.2.10. The rights of Seller and its Affiliates to the names "Exelon Generation Company" or "Exelon" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof and any registrations thereof; 7.2.11. All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services; 7.2.12. The rights of Seller in and to any causes of action, claims and defenses against third parties (dincluding indemnification and contribution) arising out of or relating to (i) any books and records of SellersReal Property or personal property, but not of the SubsidiariesPermits, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the BusinessTaxes, the SubsidiariesReal Property Agreements, the Purchased Assets Seller's Agreements, or the Assumed Liabilities; (e) the assetsNon-material Contracts, if any, including any claims for refunds (including refunds of Sellers’ set forth in Schedule 2.2(epreviously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, insurance premium refunds, retrospective premium adjustments, refunds, rebates, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating to the Zion Assets (including, without limitation, the Facilities) or the Zion Station Site) and to the extent relating to any period (or portion thereof) prior to the Closing Date; (ii) the Excluded Assets; or (iii) the Excluded Liabilities; (f) 7.2.13. Any and all of Seller's rights in any contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; 7.2.14. To the extent not otherwise provided for in this Section 7.2, any refund or credit (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating related to Taxes paid by Seller with respect to periods (or portions thereof) that end on or prior to the transactions contemplated by this AgreementClosing Date with respect to the Zion Assets, whether such refund is received as a payment or as a credit against future Taxes; or (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers arising under any agreement which is part of the Purchased AssetsZion Assets and relating to a period (or portion thereof) ending on or prior to the Closing Date, (iv) analyses but only to the extent paid by or for the benefit of Sellers of any bids submitted by any prospective purchaserSeller; 7.2.15. All books, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersoperating records, licensing records, quality assurance records, purchasing records, and (vi) correspondence between Sellers equipment repair, maintenance or ▇▇▇▇▇▇▇ service records relating exclusively to the design, construction, licensing or any of their respective representatives with respect to any operation of the bidsFacilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating primarily to the prospective purchasersExcluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form; 7.2.16. All other assets of Seller and its Affiliates not constituting an interest in the engagement or activities of ▇▇▇▇▇▇▇Zion Assets; and (g) all rights 7.2.17. The other assets of Sellers pursuant to this Agreement Seller and any other Ancillary Agreement to which either one of them is a partyits Affiliates listed on Schedule 7.2.17.

Excluded Assets. The assets listed below shall be retained by Sellers and Notwithstanding anything herein to the contrary, the Purchased Assets shall not be transferred to or assumed by either Buyer include the following assets (collectively, the “Excluded Assets”): (a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditall Cash; (b) the membership interests Contracts identified on Schedule 2.2(b), which Schedule 2.2(b) may be amended by mutual written agreement of Buyer and Seller at any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companytime prior to the Closing (the “Excluded Contracts”); (c) all Employee Benefit Plans of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)Seller; (d) any the corporate seals, organizational documents, minute books, Returns, books and of account or other records having to do with the organization of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSeller; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers equity interests of any bids submitted Person owned by any prospective purchaserSeller, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersincluding Local Pro Plus Realty, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bidsLLC, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and▇▇▇▇▇▇▇.▇▇▇ Referral Services, LLC, ForSaleByOwner Services, Inc. and Internet Foreclosure, LLC; (f) copies of personnel files of employees that are not hired by Buyer and any other Books and Records identified on Schedule 2.2(f) which Seller is prohibited from disclosing or transferring to Buyer under applicable Law or is required by applicable Law to retain; (g) Seller’s right to any Tax refund attributable to the Business and/or Purchased Assets for any Pre-Closing Tax Period; (h) Insurance policies of Seller and all rights of Sellers thereunder; (i) Seller’s rights under or pursuant to this Agreement and or any other Ancillary Agreement to which either one of them Seller is a party; (j) any Inventories consisting of Seller’s “for sale” yard signs containing the phrase “SMARTER FASTER EASIER”; (k) any amounts owing to Seller from any Affiliate of Seller; and (l) the specific items, whether or not used in the conduct of the Business, identified on Schedule 2.2(l).

Excluded Assets. The Notwithstanding anything to the contrary contained in Section 2.1, the following assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing: (a) any all cash, bank depositscash equivalents, cash equivalents or similar cash items held by members of the Seller Groupshort-term investments and intercompany receivables, including cash checking accounts, bank accounts, certificates of deposit, securities, and bank deposits held the proceeds of Seller Accounts Receivable, including uncashed checks in payment thereof, received by Seller prior to the Subsidiaries supporting any letters of creditClosing Date; (b) all insurance policies and rights thereunder (including the membership interests payment of any proceeds thereunder) other than those insurance policies and any other Equity Securities rights that are Assets related to Employee Benefit Plans to be sold to the Buyer as provided in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companySection 2.1(m) or (n)); (ci) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)employment Records in respect to employees not related to the Business, (ii) all Records that Seller is required under any Legal Requirement to retain in its possession or is not permitted under Legal Requirements to provide to Buyer, (iii) all Tax Records relating to the Business, and (iv) all Records relating primarily to the Excluded Assets or Retained Liabilities; (d) any books and records all claims for refund of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Taxes relating to the BusinessBusiness for any period ending on or prior to the Closing Date, except as provided in Section 12.3(b) and except to the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesextent liability for such Taxes is assumed by Buyer pursuant to Section 2.3(a)(iii); (e) the assets, if any, all rights of Sellers’ set forth in Schedule 2.2(e)Seller under any Transaction Agreement; (f) all other assets used primarily in connection with Seller’s corporate functions (i) agreements including the corporate charter, taxpayer and correspondence between Sellers other identification numbers, seals, minute books and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreementstock ledgers), (ii) lists of prospective purchasers for such transactions compiled by whether or not used for the benefit of Sellersthe Business; (g) all Intellectual Property and Marks that are owned by Seller other than Assigned Intellectual Property and Assigned Marks; (h) other than the Transferred Real Property, all real property or interests in real property owned or leased by Seller; (iiii) bids submitted by other prospective purchasers all claims of the Purchased AssetsSeller against Third Parties, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇whether ▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyersinchoate, and known or unknown, contingent or noncontingent, (vii) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to the extent relating to any of the bidsExcluded Assets or Retained Liabilities, including causes of actions, claims and rights under insurance policies relating thereto and (ii) to the prospective purchasersextent arising under any Seller insurance policy and relating to the Transferred Real Property; (j) all Governmental Authorizations and all pending applications therefor or renewals thereof, issued to Seller that either (i) are set forth on Schedule 2.2(j) or (ii) are not used primarily for the engagement or activities operation of ▇▇▇▇▇▇▇the Business and do not otherwise relate primarily to the Assets; (k) all inventories of imaging sensors and the raw materials with respect thereto that are owned by Seller and that are not reflected on the 2003 Balance Sheet, as adjusted for changes to such inventories in the ordinary course of business consistent with past practice through the Closing Date; (l) all rights in connection with, and assets relating to Employee Benefit Plans and any Liability thereunder not being assumed by Buyer pursuant to Section 2.3(a) to the extent permitted by this Agreement and subject to Legal Requirements; (m) all rights in connection with, and assets of (i) the Seller Savings Plan (to the extent not distributed to Employees in accordance with Section 10.2(b)), and (ii) the Seller Stock Plans; (n) the property and assets expressly designated in Schedule 2.2(n); and (go) all rights under Employee Confidentiality Agreements in connection with proprietary or confidential information of Sellers pursuant Seller which proprietary or confidential information is not included in the Assigned Intellectual Property. In addition to this Agreement the foregoing, the Excluded Assets shall include any Business Contracts to the extent that such Business Contract may not be legally transferred by Seller to Buyer without the Consent of a Third Party and any other Ancillary Agreement such Consent has not been obtained as of the Closing; provided, however, that if and to which either one of them the extent such Consent is a partyobtained after Closing in accordance with Section 12.2 the foregoing provision shall cease to apply to the applicable Business Contract.

Excluded Assets. The assets listed below shall be retained by Sellers Notwithstanding anything to the contrary contained herein, the Sale Assets will not include, and shall Purchaser will not be transferred to acquire or assumed by either Buyer own, any of the following (collectively, the “Excluded Assets”): (a) the rights of Sellers under or in connection with this Agreement, the Transaction Documents or any cashrelated agreement and the consideration to be paid to Sellers under this Agreement, bank deposits, cash equivalents the Transaction Documents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditrelated agreement; (b) the membership interests issued and outstanding shares of stock of any Subsidiary of any Seller other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companythan the Shares to be sold to Purchaser under this Agreement; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c)any real property owned, leased, possessed or used by Sellers other than the rights in the Included Leased Real Property included in the Sale Assets; (d) any books the originals of minute books, stock transfer records, accounting and other records of Sellers, but not other than those of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesCompany; (e) all federal, state, local and foreign income and other Tax refunds to the assets, if any, of Sellers’ set forth in Schedule 2.2(e)extent that such refunds are attributable to any Tax period (or portion thereof) ending on or prior to the Closing Date; (f) all any Asset constituting part of any Seller Plan or Employment Agreement, unless otherwise specifically assumed pursuant to the terms of this Agreement; (g) cash and cash equivalents; (h) Contracts listed on Schedule 2.2(h) and Policies and rights thereunder; (i) agreements all of Sellers’ counterclaims in connection with Retained Liabilities, Excluded Liabilities or any Claim for which Sellers provide indemnification; (j) copies of all books, records, ledgers, files, documents, correspondence, lists, specifications, software manuals and correspondence between program documentation, drawings, advertising and promotional materials, studies, reports, customer and vendor lists and data and any collateral documentation relating to project performance (whether with respect to current projects or projects undertaken or completed within the last five years to the extent available) and customer service and other materials (in whatever form or medium) which relate to the conduct of the Business by Sellers and solely to the extent related to other businesses of Sellers; (k) any other Assets of the Business listed on Schedule 2.2(k); (l) any rights in, relating to, or for use or exploitation of, any trademark, service ▇▇▇▇, brand name, certification ▇▇▇▇, trade name, corporate name, domain name or other indication of source or origin, that includes, is based on, relates to or is likely to be confused with the term “▇▇▇▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ Electronics” or any of their respective representatives and any prospective purchasers other than Buyers, and abbreviation or acronym thereof (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇“Excluded Names”); and (gm) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partyIntercompany Receivables.

Excluded Assets. The following assets listed below shall be retained by Sellers and shall not be transferred included in the Purchased Assets to be sold or assumed by either Buyer acquired pursuant to this Agreement (the collectively, “Excluded Assets”): (a) the New Business, the goodwill of Seller relating to the New Business and the assets and properties owned or leased by Seller related to the New Business as set forth on Schedule 1.2(a), which schedule will be updated as promptly as practicable to update any cash, bank deposits, cash equivalents or similar cash items held by members of changes with respect to the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of creditNew Business; (b) All cash, cash equivalents and short term investments as set forth on the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyClosing Date Balance Sheet consistent with the calculation on the Baseline Balance Sheet; (c) all Deed of Sellers’ claims for refunds Lease dated as of Taxes set forth on Schedule 2.2(cAugust 16, 1999 between Tysons II Development Co. Limited Partnership, as landlord, and Seller, as tenant (the “Deed of Lease”); (d) Contracts between or among the Seller and its Affiliates other than any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers open accounts or notes payable with copies respect to debts or obligations of such retained books and records of Sellers that relate Affiliates owed to the Business, the Subsidiaries, the Purchased Assets or the Assumed LiabilitiesSeller; (e) Copies of any stock books, stock ledgers, minute books, corporate seal or other corporate records; original books of account and accountant’s audit and review records; and copies of books and records relating to Taxes for all periods prior to the assetsClosing Date; and (f) rights to indemnity, if anycontribution and recoupment from third parties with respect to the Excluded Liabilities; (g) the tangible personal property, of Sellers’ set forth in equipment, furniture and fixtures listed on Schedule 2.2(e1.2(g); (fh) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating The Excluded Contracts set forth on Schedule 1.2(h), which schedule will be updated as promptly as practicable to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of update any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives changes with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇New Business; and (gi) all rights Accounts Receivable that are not Current as of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a partythe Closing Date.

Excluded Assets. The assets listed below Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Seller shall be retained by Sellers retain and shall not be transferred sell to or assumed by either the Buyer and the Buyer will not purchase from the Seller, the following (collectively the “Excluded Assets”):) which shall remain the property of the Seller after the Closing: (a) any cash, bank deposits, all cash and cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits short term investments held by the Subsidiaries supporting Seller including, but not limited to, any letters options, including all options purchased under the Seller’s Price Shield guarantee programs that remain unexercised as of creditthe Closing Date (the “Hedging Options”); (b) all of the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas Seller’s limited liability companycompany and corporate Records, tax returns and Cinco Pipe & Supply, LLC, a Delaware limited liability companycorporate seals; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(cSeller insurance policies and rights thereunder (except to the extent specified in Section 2.1 (i) and (j); (d) any books all Seller personnel records and other records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate Seller is required by law to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesretain in its possession; (e) all of the assetsSeller’s claims for refund of Taxes related to any period, if anyor portion thereof, of Sellers’ set forth in Schedule 2.2(e);end on or prior to the Closing Date; and (f) all (i) agreements rights in connection with, and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers assets of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; andSeller Employee Plans that are not Transferred Seller Employee Plans; (g) all rights of Sellers pursuant Seller under this Agreement; (h) those rights related to this Agreement the Seller’s deposits, prepaid expenses and any other Ancillary Agreement claims for refunds and rights to offset listed Schedule 2.2(h); (i) all rights and obligations under Contracts that are not Assumed Contracts, and all rights and obligations under Assumed Contracts that relate to periods prior to the Closing; and (j) all rights of Seller in the Customer storage accounts listed on Schedule 2.2(j), and the Customer precious metal in such accounts, which either one are the subject of them is the current claim by the State of California under the California’s Unclaimed Property Law, California Code of Civil Procedure, Sections 1500 et seq. Provided, however, that in accordance with the Transition Services Agreement, the Seller may identify, and the Buyer agrees to deliver, additional storage accounts subject to a partyclaim and/or escheat to the State of California.

Excluded Assets. The Anything in this Agreement to the contrary notwithstanding, the following assets listed below shall be of Seller (the "EXCLUDED ASSETS"), each to the extent existing on the Closing Date, are being retained by Sellers Seller and shall will not be transferred to or assumed by either Buyer (included in the “Excluded Purchased Assets”):: (a) any cashall real property of Seller and all of Seller's right, bank depositstitle and interest to Seller property under the Amended and Restated Lease Agreement, cash equivalents or similar cash items held by members dated as of November 1, 1994, between the Seller GroupCounty of Monroe Industrial Development Agency ("COMIDA") and Seller, including cash all fixtures and bank deposits held other equipment owned by the Subsidiaries supporting any letters COMIDA, together with all right, title and interest of creditSeller to all leasehold improvements thereon and all easements, rights-of-way, transferrable licenses and permits and other appurtenances thereof; (b) investment by Seller in Parlec, Inc., as reflected on the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability companyAudited December 1998 Balance Sheet; (c) all inventory of Sellers’ claims for refunds of Taxes set forth Seller related to Parlec assembly business and which is identified on Schedule 2.2(c); (d) any books and records of Sellers, but not cash surrender value of the Subsidiarieslife insurance policies reflected on the Audited December 1998 Balance Sheet made available to officers of Seller by Seller, provided that Sellers shall provide Buyers with copies net of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilitiesloans; (e) notes receivable from officers of Seller, as reflected on the assets, if any, of Sellers’ set forth in Schedule 2.2(e)Audited December 1998 Balance Sheet; (f) notes receivable from employees of Seller, as reflected on the Audited December 1998 Balance Sheet; (g) federal tax deposit, as reflected on the Audited December 1998 Balance Sheet; (h) Tax records reasonably necessary for the discharge by Seller of all income and other Taxes payable in respect of the conduct of the Business of Seller, prior to the Closing Date, PROVIDED that Purchaser will have reasonable access to such records prior to and after the Closing Date in accordance with the provisions of Section 8.6(b) hereof to the extent Purchaser will reasonably require such access; (i) agreements any and correspondence between Sellers all prepayments made by Seller in connection with a certain letter of credit issued by Manufacturer and ▇▇▇▇▇▇▇ relating Traders Trust Company in connection with the financing of the property described in the lease referred to in Section 2.2(a); (j) the rights of Seller under this Agreement and the proceeds payable to Seller pursuant to this Agreement; (k) Cash in excess of $200,000 as shown the Closing Date Balance Sheet, but only to the transactions contemplated by extent that the Closing Working Capital Balance exceeds the Base Working Capital Balance (after giving effect to all other adjustments to such excess as provided for in this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇); and (gl) all rights of Sellers pursuant to this Agreement bond and any other Ancillary Agreement to which either one of them is a partyfinancing acquisition costs and accumulated depreciation - MAC, in each case, as reflected on the Audited December 1998 Balance Sheet.