Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding the foregoingSection 1.1 above, the Purchased Assets nothing herein --------------- contained shall not include operate as a sale, transfer, conveyance or assignment to Buyer of any of the following assets and property of Seller (herein referred to as the “"Excluded Assets”"): (a) Any cash or cash equivalents (including any marketable securities or certificates Assets and property disposed of deposit) since the date of the Seller Parties Base Balance Sheet in the ordinary course of business and such other assets as have been or any are disposed of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedspursuant to this Agreement; (b) All bank Corporate franchise, stock record books, corporate record books containing minutes of meetings of directors and stockholders and such other depository accounts records as have to do exclusively with Seller's organization or stock capitalization (collectively, the "Corporate Records"); provided, however, that Seller shall provide Buyer prior to the Closing with true, correct and complete copies of each of the Seller Parties or any of their Affiliatesforegoing; (c) All claims, rights and interests Current Assets of Seller as of the Closing Date and all accounts receivable of Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the date of Closing Dateregardless of whether or not in accordance with generally accepted accounting principles; (d) Any rightsAll rights under any loans or other evidence of indebtedness, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; Stockholder Loans (f) The Seller Parties’ or their Affiliates’ minute booksas defined below), stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their AffiliatesSeller, on the one hand, and any one or more affiliate of their Related Partiesthe Seller, on the other handhand (the "Intercompany Loans"); (e) Refunds for taxes paid by Seller before the Closing or for taxes paid by Seller after the Closing in respect of the period before the Closing; (f) Security deposits of the Seller, relating if any; (g) those items of personal property of the Stockholders set forth on Schedule 1.2(g); --------------- (h) Any rights which the Seller may have to enforce the Station or obligations of the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;Buyer pursuant to this Agreement and the other documents and agreements contemplated herein; and (i) The items designated in Schedule 2.2(i) as “Excluded Assets”;Insurance policies and rights and claims thereunder, including proceeds or cash surrender value; and (j) The Retained Names and Marks; (k) All Intellectual Property owned Any rights under pension, severance or other plans maintained by the Seller Parties or in any of their Affiliates (country other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementUnited States.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets The assets listed below shall be retained by Sellers and shall not include the following be transferred to or assumed by either Buyer (herein referred to as the “Excluded Assets”): (a) Any cash or any cash, bank deposits, cash equivalents (including any marketable securities or certificates of deposit) similar cash items held by members of the Seller Parties 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 any the Assumed Liabilities; (e) the assets, if any, of their Affiliates, other than Sellers’ set forth in Schedule 2.2(e); (f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ cash held at relating to the Station transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or Included Proceeds; for the benefit of Sellers, (biii) All bank and bids submitted by other depository accounts prospective purchasers of the Seller Parties 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 Affiliates; respective representatives and any prospective purchasers other than Buyers, and (cvi) All claims, rights and interests of the Seller Parties correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance respective representatives with respect to such contracts any of the bids, the prospective purchasers, the engagement or policiesactivities of ▇▇▇▇▇▇▇; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business;and (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or Sellers pursuant to this Agreement, Agreement and any other Ancillary Agreement or the Confidentiality Agreementto which either one of them is a party.

Excluded Assets. Notwithstanding anything in Section 2.1 hereof to the foregoingcontrary, the Purchased Assets term “Assets” shall not include exclude the following (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) The corporate minute books and stock ledgers of the Seller Parties Seller, all correspondence with Investors dealing with Investor relations or any the governance of their Affiliatesthe Seller, all files, communication or other than documentation and correspondence protected by attorney client privilege or related to causes of action asserted in that action captioned “New N.O. Crescent City Investors, L.L.C. and Crescent City Investors, Inc. versus ▇▇▇▇’▇ ▇▇▇▇▇ cash held at Steak House, Inc.”, 24th Judicial District Court for the Station or Included ProceedsParish of Jefferson, State of Louisiana Docket No. 615-283, Division “D” (“the Litigation”) and personal files of Queyrouze not related to Seller’s Business; (b) All bank and assets related to any pension, profit sharing, stock bonus, stock option, thrift or other depository accounts of the retirement plan; medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan; employee stock ownership, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan; severance plan; or other similar plan relating to Seller Parties or any of their Affiliatesits employees; (c) All claimsclaims and rights of Seller under all causes of action, choses of action, rights of recovery, warranty rights with respect to assets other than Purchased Assets, rights of set off, rights of recoupment, accounts receivable and interests of the Seller Parties or any of their Affiliates credit card company payments relating to Seller’s Business and accrued prior to Closing and all deposits and security in and to any refunds of Taxes or fees respect of any nature whatsoever for periods (or portions thereof) ending Real Property Lease and as appearing on or prior to the Closing DateSchedule 2.2(c); (d) Any rights, claims or causes of action of Personal memorabilia owned by Queyrouze on display in the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets various restaurants or otherwise arise out of contained in the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels various restaurants and as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closingappearing on Schedule 2.2(d); (e) All bonds heldEquipment, contracts of insurance furniture or policies of insurance furnishings owned by Queyrouze and prepaid insurance with respect to such contracts or policiesused exclusively by Queyrouze which are contained in an office used exclusively by Queyrouze and as appearing on Schedule 2.2(e); and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds;and (f) The Seller Parties’ or their Affiliates’ minute booksExcept for Working Cash, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed cash on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, cash in Seller’s bank accounts and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names escrow accounts and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementcash equivalents.

Excluded Assets. Notwithstanding the foregoingany other provision of this Agreement, the Purchased Assets shall not include include, and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey, assign or deliver to NewCo any of the following (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) assets of the Seller Pfizer Parties or any that are not included within the definition of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsPurchased Assets; (b) All bank any Contracts or intercompany payables or receivables between and other depository accounts of the Seller Parties or any of their Affiliatesamong Pfizer and its Subsidiaries; (c) All claimsany cash, rights checks, money orders, marketable securities, short-term instruments and interests other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of the Seller Parties indebtedness issued or guaranteed by any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateGovernmental Authority; (d) Any any Intellectual Property Rights (including retained rights under the Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Patent and Know-How License Agreement) other than the Pfizer Assigned IP Rights; (e) any Pfizer Benefit Plan and any assets related thereto; (f) all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, all deposits or advance payments with respect to Taxes, and any claims, rights, and interest in and to any refund, credit or reduction of Taxes, in each case relating to Excluded Taxes (regardless of when received); (g) all rights, claims or causes of action of the Seller a Pfizer Party against Third Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets any Excluded Asset or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsExcluded Liability; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”Non-Assignable Assets, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating subject to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Section 2.5; (i) The items designated in the assets, Contracts, equipment or other property listed on Schedule 2.2(i) as “Excluded Assets”;); and (j) The Retained Names all income Tax Returns and Marks; (k) All Intellectual Property owned by records and other Tax Returns to the Seller Parties or any of their Affiliates (other than extent not exclusively related to the Purchased Intellectual Property); (l) All records Programs or Purchased Assets. For the purposes of Section 2.1 and documents relating to Section 2.2, the terms Purchased Assets and Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than Assets, as set forth in Section 6.2 with respect to flexible spending accountsapplicable, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and shall not include any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementTax assets.

Excluded Assets. Notwithstanding any provision in the foregoingTransaction Documents to the contrary, the Purchased Assets shall not include Buyer agrees that none of the following assets, properties, rights or interests of the Seller (herein referred to as the “Excluded Assets”):) shall be Acquired Assets: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the consideration delivered to the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at by Buyer pursuant to the Station or Included ProceedsTransaction Documents; (b) All bank and other depository accounts all rights of the Seller Parties or any of their Affiliatesarising under the Transaction Documents; (c) All claimsall rights in and with respect to insurance policies of the Seller, rights 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 paid by the Seller; (g) all Seller operated, license operated and interests 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 Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller Parties generated or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending held by the Seller on or prior to the Closing Date; (d) Any rights, claims that are not used in, or causes of action of the Seller Parties or any of their Affiliates against third parties relating otherwise attributable to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Wholesale Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) any Cash owned by the Seller as “Excluded Assets”;of the Closing Date; and (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementExcluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding anything contained in Section 2.2 to --------------- the foregoingcontrary, the Purchased Acquired Assets shall not include any of the following (herein referred to as the “"Excluded Assets”"): (aA) Any cash or cash equivalents (including any marketable securities or certificates of deposit) All of the Seller Parties Sellers' cash on hand or any on deposit as of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (fB) The Seller Parties’ or their Affiliates’ Sellers' corporate books and records, including the corporate charter and bylaws, qualifications to conduct business as a foreign corporation, corporate seals, minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related other documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessorganization, maintenance, and existence of the Sellers as corporations and a limited partnership, respectively; (gC) All records prepared Any and all employment agreements, contracts or other understandings, whether written or oral, to which Sellers are a party, relating to employment by the Sellers of any Person; (D) Any loss, liability, cost or expense related to the Sellers' failure to pay or discharge any claims or creditors that could be asserted against the Buyer in connection with or relating to the sale or transfer bulk sales laws of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetsapplicable jurisdictions; (hE) The Contracts of All accounts receivable, other than the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”Advertising Allowance, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one handnotes, and other receivables and any one security arrangements and collateral securing the repayment or more other satisfaction of their Related Partiessuch accounts receivable and notes, on the and other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”receivables; (F) All agreements, commitments, contracts or similar arrangements and all rights thereunder, of the Sellers (i) The items designated related solely to the paging business, (ii) not included in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual PropertyContracts and (iii) not otherwise provided for herein, including, but not limited to, all agreements, commitments, contracts or similar arrangements and all rights thereunder primarily related to the Seller's paging customers (the "Excluded Agreements"); (lG) All Customer lists, credit information, the Sellers' accounting records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliatessupplier pricing information; and (oH) Any All assets, property, rights and claims of or payment due the Sellers (i) related solely to the Seller Parties or their Affiliates under or pursuant to this Agreementpaging business, any Ancillary Agreement except for the PageNet pagers included in the Inventory, (ii) not included in the Acquired Assets or the Confidentiality AgreementInventory and (iii) not otherwise provided for herein, including, but not limited to, the Seller's paging customers and the excluded intellectual property assets set forth on Schedule 2.4(H) hereto; provided, however, --------------- -------- ------- that nothing in this Agreement shall preclude the Buyer from using any generic, descriptive or disclaimed term contained in the trademarks listed in Schedule 2.2(B) or Schedule 2.4(H), except for the trademarks listed --------------- --------------- therein in their entireties.

Excluded Assets. Notwithstanding Subject to the foregoingterms of this Agreement, the Purchased Acquired Assets shall not include any assets, properties, rights or interests whether or not relating to the Product, other than those specifically listed or described in Sections 2.1 and 2.6 and, without limiting the generality of the foregoing, shall expressly exclude the following assets of Reliant (herein referred to as collectively, the “Excluded Assets”): (a) Any cash all rights of Reliant arising under this Agreement, the Other Agreements or cash equivalents (including any marketable securities or certificates of deposit) from the consummation of the Seller Parties transaction contemplated hereby or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsthereby; (b) All bank all rights of enforcement, indemnification and other depository accounts of similar matters under the Seller Parties or Assigned Contracts and Orders related to any of their Affiliatesperiods prior to Closing; provided, however, that Reliant shall (i) consult with the Purchaser prior to exercising any such rights and (ii) exercise such rights in a manner intended to minimize any adverse impact to the Purchaser’s relationship with any customers and suppliers party to the Assigned Contracts and Orders post-closing; (c) All claimsall rights, rights title and interests interest of the Seller Parties or any of their Affiliates Reliant in and to any refunds Intellectual Property, whether now existing or hereafter developed or acquired (including the Reliant Brands) other than the Product Intellectual Property; (d) all rights, title and interest of Taxes Reliant in and to the Nizatidine Supply Agreement except as otherwise assigned to Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (e) all rights, title and interest in and to the Product outside of the Territory, other than the license rights granted to Purchaser in Section 2.6(a)(ii); (f) all rights, title and interest of Reliant in and to Axid IR NDA and the IND (subject to the Purchaser’s right of reference under Section 2.6(g)); and (g) all accounts receivable (including any payments received with respect thereto on or fees after the Closing, unpaid interest accrued on any such accounts receivable and any security or collateral related thereto) arising from sales of any nature whatsoever for periods (or portions thereof) ending the Product prior to the Closing and that are accrued but unpaid on or prior to the Closing Date; Date (d) Any rightscollectively, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing“Accounts Receivable”); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, the Purchased Assets shall not include the following assets (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or all cash, cash equivalents (including any marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or certificates interests in, the cash management system of deposit) Seller, including uncleared checks and drafts received or deposited for the account of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank and other depository accounts of all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Seller Parties or any of their AffiliatesAssumed Contracts; (c) All claimsall Company Plans and attributable assets of, rights or relating to, such plans, including all records, Contracts and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Datearrangements associated with such Company Plans; (d) Any rights, claims or causes any Intellectual Property of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) All 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 prepared in connection with or relating to the sale or transfer and reports of the Station, including bids received from others and analyses relating to the Station and the Seller other than those that are Purchased Assets; (hi) The Contracts all insurance policies of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”Seller, including claims thereunder and any Contracts between claims or among benefits in, to or under any one express or more implied warranties from suppliers of the Seller Parties goods or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, services relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”Inventory sold by Seller prior to Closing; (j) The Retained Names and Marksall of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) All Intellectual Property owned by all assets, properties, and interests rights primarily used in or held for use in connection with the Seller Parties or any operation of their Affiliates (other than the Purchased Intellectual Property)Seller’s wound care and urology business; (l) All records the rights that accrue or will accrue to Seller under this Agreement and documents relating to Excluded Assets or to liabilities the other than Assumed Liabilities;Transaction Documents; and (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any other assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementthat are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding the foregoingSection 1.1, the Purchased Assets shall do not include the following (herein referred to as the “Excluded Assets”): (a) Any cash Seller’s organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, seals, minute books, equity transfer books and similar documents of Seller relating to the organization, maintenance and existence of Seller as a limited liability company, and all payroll, personnel and employment records for all current or cash equivalents (including any marketable securities or certificates former employees of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliatesall Removed Real Property; (c) All claimsall Contracts that are not Assigned Contracts (including, rights for the avoidance of doubt, the Management Services Agreement, which Management Services Agreement shall be mutually terminated by the parties thereto and interests of the Seller Parties or any of their Affiliates in and evidence thereof delivered to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on Buyer at or prior to the Closing); (d) all cash of Seller other than any on account of the Home Sale Contract Deposits; (e) Seller’s insurance policies, including premium adjustment, and prepaid insurance premiums, along with all claims, causes of action, proceeds or other rights under such policies; (f) all Tax Returns of Seller and all books, documents or records related to Taxes of Seller (for the avoidance of doubt, other than books and records or documents relating to Taxes imposed on the Purchased Assets, as described in Section 1.1(e)); (g) all Tax assets or attributes of Seller, including refunds, except any refunds or credits for Property Taxes with respect to the Purchased Assets that are allocable to a Tax period (or portion thereof) beginning after the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts any employee-related or employee benefit-related plans, files or records of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Seller; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”;all rights of Seller under this Agreement or any Seller Transaction Document; and (j) The Retained Names and Marks; (k) All Intellectual Property owned by any claims against any Person to the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating extent such claims exclusively relate to Excluded Assets or to liabilities other than Assumed Excluded Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (herein referred to as the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) Any all of Seller’s and the Retained Subsidiaries’ cash or and cash equivalents on hand and in banks (including any marketable securities or certificates of deposit) of except for such amounts, if any, as the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at parties may agree will be retained by the Station or Included ProceedsPurchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) All bank insurance policies relating to the Business and other depository accounts all claims, credits, causes of the Seller Parties action or any of their Affiliatesrights thereunder (except for Buyer’s rights under Section 5.05); (c) All claimsall Intellectual Property Rights (other than the Business Intellectual Property Rights), rights including the marks and interests names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Parties 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 Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of their Affiliates the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (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 to any receive Tax refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending relating to the Business arising on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding Except to the foregoingextent expressly set forth in a separate written agreement executed between Sellers and Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Purchased Assets shall not include Assets, including without limitation any of the following (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including All minute books and other corporate records of any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsand its affiliates; (b) All bank insurance policies and other depository accounts proceeds thereof payable to a Seller or its affiliates (except to the extent of, and subject to, the provisions of this Agreement regarding a casualty loss to the Seller Parties or any of their AffiliatesLocations following the date hereof); (c) All claimscash, rights cash equivalents, refunds and interests accounts receivable of the a Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Dateits affiliates; (d) Any rightsAll tax refunds, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating credits and benefits with respect to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except Assets to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that same relate to the Business prior to the Closing and have not been paid as of periods before the Closing); (e) All bonds held, contracts of insurance or policies of insurance Sellers’ beer permits and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedslottery agreements; (f) All trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Seller Parties’ or their Affiliates’ minute booksOriginal Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating all related trademarks and trade dress, which are being conveyed to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased AssetsPurchaser as set forth in Section 1.1(g) and any books and records not exclusively relating to the Businessabove; (g) All records prepared in connection with or relating deposits and prepaid expenses for which a Seller is not given credit pursuant to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsSection 4.7 hereof; (h) The Contracts All properties, assets, rights and business interests of Sellers and their respective affiliates situated at sites other than the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Locations; (i) The items designated in All personal property owned by any third-party at the Locations as particularly identified on Schedule 2.2(i1.2(i) as being vendor supplied or leased (the “Excluded AssetsPersonal Property”); (j) The Retained Names and MarksAll 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 Intellectual Property owned by records, files, ledgers, journals, tax returns, tax records, business and financial records, and the like of each Seller Parties or any of their Affiliates (other than excluding the Purchased Intellectual PropertyBooks and Records); (l) All records ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and documents relating all assets thereof, the Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to Excluded Assets or to liabilities other than Assumed Liabilitiesthe Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and ▇▇▇▇▇▇ Petroleum’s blending operation; (m) Other than as set forth The claim against the Town of Mosheim described in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;Schedule 5.4; and (n) Any intercompany receivables of The assets to be sold under the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality LGO Asset Purchase Agreement.

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, the Sellers will not sell, assign, convey, transfer or deliver to Purchaser, and Purchaser will not purchase, acquire or assume or take assignment or delivery of, any and all assets, Contracts or rights that are not expressly Purchased Assets shall not include the following or Assumed Contracts, whether tangible, real, personal or mixed (herein referred to as collectively, the “Excluded Assets”):). For the avoidance of doubt, Excluded Assets include the following: (a) Any all cash and cash equivalents, including (i) all restricted cash, amounts held in Servicing Escrow Accounts and Servicing Custodial Accounts pursuant to Applicable Requirements or Servicing Agreements (which, for the avoidance of doubt, will be transferred pursuant to the Servicing Transfer Agreement and are not assets of Sellers except to the extent such cash represents investment income related to such accounts, which investment income constitutes Ancillary Income), (ii) the Cash Deposit, (iii) cash and cash equivalents on deposit in bank accounts maintained in accordance with the DIP Financing Agreements and cash received by Sellers that is or was required to be deposited into accounts maintained pursuant to the DIP Order (including the “DIP Cash Proceeds”), but excluding in all cases cash flows under any marketable securities Servicing Agreement or certificates of deposit) any net cash flow generated by operation of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending Business on or prior to after the Closing Date; (b) all Mortgage Loans, including first and second lien mortgage loans, Whole Loans, pipeline loans and HELOCs owned or held by Sellers that are not specifically identified as Purchased Assets; (c) all trading securities and available for sale securities; (d) Any rights, claims or causes of action of the all REO Property owned by a Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)in its corporate capacity; (e) All bonds held, contracts of insurance all Contracts or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedsinstruments that are considered derivatives; (f) The Seller Parties’ any asset or their Affiliates’ minute booksclass of assets excluded from the defined terms set forth in Sections 2.l and 2.2 by virtue of the limitations expressed or implied therein; (g) all causes of action, stock transfer bookslawsuits, records relating to formation or incorporationjudgments, Tax Returns and related documents and supporting work papers claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other records rights or Claims of any nature other than the Transferred Rights and returns Claims, including any Claims relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) early payment default claims and any books and records all defenses and counterclaims relating to acts or omissions under the Assumed Contracts that occurred before the Closing; (h) any of the rights of Sellers under this Agreement or any agreements between any Seller and Purchaser or any of its Affiliates entered into on or after the date of this Agreement; (i) the Consent Order, the DOJ/AG Settlement and the Contracts, including rights and licenses thereunder; and other assets Related to the Business set forth on Schedule Q; (j) all shares or equity interests in any Subsidiaries or Affiliates of the Sellers; (k) any and all other assets, whether tangible or intangible, real, personal or mixed, including Intellectual Property, rights or other items that are not exclusively relating Related to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiesthe Purchase Price; (m) Other all rights, claims and causes of action relating to any Excluded Asset or any Retained Liability; (n) Tax refunds, Tax credits and other Tax benefits relating to Taxes imposed on any Seller or Affiliate Seller or Taxes for which any of them is liable; (o) all Tax Returns (including working papers), all Books and Records relating to outstanding litigation and ongoing discovery and e-discovery obligations of any Seller and Affiliate Seller and all Books and Records that Sellers are required by Law to retain, other than copies of such Tax Returns, Books and Records, and obligations as may relate to Tax Returns filed by a Seller as REMIC Administrator by or on behalf of any REMIC, and the duties of which in that capacity the Purchaser will assume; (p) REMIC Regular Interests and REMIC Residual Interests, other than any REMIC Residual Interest representing a De Minimis Interest in the residual interests of the related REMIC and required to be held by Purchaser as the REMIC Administrator of such REMIC; (q) all rights, demands, Claims, actions and causes of action constituting avoidance actions of Sellers’ estates under Chapter 5 of the Bankruptcy Code, and any other applicable provisions of the Bankruptcy Code, including any and all proceeds of the foregoing; (r) other than as set forth in Section 6.2 2.1(m), all rights, demands, Claims, causes of action, objections and defenses of Sellers and its Affiliates under sections 502 and 503 of the Bankruptcy Code and Bankruptcy Rule 3007 with respect to flexible spending accounts, all the assertion or defense of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the any claims that may be filed against Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementits Affiliates that will file a petition for relief under the Bankruptcy Code; (ns) Any intercompany receivables except as provided in Section 6.7, any Plan; (t) other than as set forth in Section 2.1, all insurance proceeds that Sellers have a right to receive as of the Business Closing or that relate to events, circumstances or occurrences prior to the Closing (which, for the avoidance of doubt, includes the proceeds of insurance policies providing coverage for errors and omissions or for directors, officers and employees, whether such policies are held by AFI or by one or more of the Sellers); (u) all Privileged Documents; (v) any Contracts excluded from the Seller Parties or any of their AffiliatesAssumed Contracts pursuant to Section 2.15; and (ow) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.assets specifically identified on Schedule Q;

Excluded Assets. Notwithstanding The Assets being contributed to the foregoing, the Purchased Assets Company shall not include exclude the following (herein referred to as the “Excluded Assets”):assets: (a) Any Each Contributing Group’s cash or on hand as of the Closing Date and all other cash and cash equivalents (including in any marketable securities member of such Contributing Group’s bank, savings or other depository accounts; any and all letters of credit or other similar items; and any stocks, bonds, certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsdeposit and similar investments; (b) All bank and Any Contracts other depository accounts of than the Seller Parties or any of their AffiliatesAssumed Contracts; (c) All Any books and records each Member is required by any Legal Requirement to retain (subject to the right of the Company to access and to copy for a period of three years after the Closing Date), and such Member’s corporate minute books and other books and records related to internal corporate matters; (d) Any claims, rights and interests of the Seller Parties or any of their Affiliates interest in and to any refunds of Taxes federal, state or local income or other Taxes, fees of any nature whatsoever or assessments for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims Date or causes of action of the Seller Parties or any of their Affiliates against third parties otherwise relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current other Excluded Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Excluded Liabilities; (e) All bonds heldjudgments, contracts choses in action or Proceedings of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including each Contributing Group relating to the Purchased ownership or operation of such Contributing Group’s Assets or conduct of such Contributing Group’s Activities prior to the Business other than the Included ProceedsClosing Date; (f) The Seller Parties’ All Employee Plans, Compensation Arrangements and employment agreements unless any such Employee Plan, Compensation Arrangement or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on employment agreement is expressly included in the Purchased Assets) and any books and records not exclusively relating to the BusinessAssumed Contracts; (g) All records prepared in connection with or relating to the sale or transfer The account books of the Stationoriginal entry, including bids received from others general ledgers, and analyses relating to the Station and the Purchased Assetsfinancial records; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 Medical records and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating personnel records to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”extent required by Legal Requirements; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”Insurance policies and rights and claims thereunder; (j) The Retained Names Contracts for the provision of wireless services to subscribers, Lifeline subscriber agreements and Marksagreements with Lifeline agents; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the foregoingfollowing assets, the Purchased Assets shall not include the following constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein referred to as below, the “Excluded Assets”): (a) Any all cash or and cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSellers; (b) All bank all corporate and financial records of Sellers (other depository accounts of than the Seller Parties or any of their AffiliatesData contemplated by Section 2.01(f)) and all Excluded Records; (c) All claimsall Contracts of insurance or indemnity, rights and interests subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Seller Parties or any of their Affiliates in and Acquired Accounts Receivable, with respect to any refunds period of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or time prior to the Closing Date; (de) Any all rights, claims or claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller Parties except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of their Affiliates against third parties relating costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the assetsextent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, properties except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or operations Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Business arising out of transactions occurring Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (fii) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Excluded Assets; (hv) The Contracts of the Seller Parties any assets or their Affiliates listed properties described in Schedule 3.14 and Section 2.01 that are not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating assignable to Buyer pursuant to this Agreement after giving effect to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Sale Order; (iw) The items designated all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesBusiness; and (oz) Any rights of any assets or payment due to the Seller Parties or their Affiliates properties otherwise expressly identified as Excluded Assets under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding It is expressly understood and agreed that the foregoing, the Purchased Assets shall not include the following (herein referred to as the “"Excluded Assets”"): (a) Any Except as otherwise provided in Section 2.1(j), cash or and cash equivalents (including any marketable securities or similar type investments, such as certificates of deposit) of the Seller Parties or any of their Affiliates, Treasury bills and other than ▇▇▇▇▇ cash held at the Station or Included Proceedsmarketable securities; (b) All bank and Except as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other depository accounts deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Seller Parties Contributor or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or Affiliate thereof prior to the Closing Date; (c) Any of the Contributor's or any Affiliate's right, title and interest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) Any rights, All claims or causes of action of the Seller Parties or any of their Affiliates and rights against third parties relating to the assets(including, properties or operations of the Business arising out of transactions occurring prior to the Closing Datewithout limitation, except insurance carriers, indemnitors, suppliers and service providers), to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that they do not relate to the Business prior to the Closing and have not been paid as of the Closing)Assumed Liabilities; (e) All bonds heldClaims for refunds of Taxes for time periods ending on or before the Closing Date, contracts which Taxes remain the liability of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsContributor under this Agreement; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating Subject to the Master Intellectual Property Agreement, any and all of the Intellectual Property and Trademarks of the Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) All records prepared items sold in connection with or relating the ordinary course of business prior to the sale Closing Date, none of which individually or transfer in the aggregate are material to the normal operation and conduct of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets;Contributed Business; and (h) The Contracts of the Seller Parties or their Affiliates listed tangible assets, intangible assets, real properties, contracts and rights, described in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property2.2(h); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding The following assets and properties of the foregoing, the Purchased Assets shall not include the following Seller and its Affiliates (herein referred to as the “Excluded Assets”):) shall not be acquired by Buyer and are excluded from the Station Assets: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) all of the Cash and Cash Equivalents of the LIN Companies, the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All all bank and other depository accounts of the Seller Parties Seller, the LIN Companies or any of their Affiliates; (c) All insurance policies relating to either or both of the Stations, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder; (d) all interest in and interests to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Seller Parties and its Affiliates; (h) all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the LIN Companies, the Seller or any of their Affiliates in and to any refunds (iii) duplicate copies of Taxes or fees records of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateStations; (di) Any rightsall rights of Seller arising under this Agreement, claims the Ancillary Agreements or causes the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of action prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”); (l) other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller Parties Seller, the LIN Companies or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Affiliates; (em) All bonds heldall Tax records, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) sales and any books and records not exclusively relating to the Businessuse Tax records; (gn) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates those assets which are listed in on Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property2.02(n); (lo) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pensionSeller’s rights, profit sharingtitle and interest in and to (i) the Seller’s name, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates service names and trade names (including, without limitation, the names “Media General” or “LIN Media”), (ii) all Employee PlansURLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and (p) all real and any personal, tangible and intangible assets of any such agreementthe Seller, plan the LIN Companies and their Affiliates that are used in connection with the operation of either or arrangementboth of the Stations but are neither located at nor used primarily with respect to either or both of the Stations; (nq) Any intercompany receivables any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of either or both of the Business from Stations; (r) all capital stock or other equity securities of the Seller Parties or Subsidiaries of the Seller or any of their its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (os) Any rights all other assets of the LIN Companies, the Seller or payment due their respective Affiliates to the extent not used primarily in the operation of either or both of the Stations, including any assets of the Seller, the LIN Companies and their respective Affiliates used in the operations of Other Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementStations.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, except as set forth below, the Acquired Assets shall not include any assets, properties, rights or interests, whether or not relating to the Product, other than those specifically listed or described in Section 2.1 and, without limiting the generality of the foregoing, the Purchased Acquired Assets shall not include expressly exclude the following assets of Reliant and its Affiliates (herein referred to as collectively, the “Excluded Assets”): (a) Any cash all rights of Reliant and its Affiliates arising under this Agreement, the Other Agreements or cash equivalents (including any marketable securities or certificates of deposit) from the consummation of the Seller Parties transactions contemplated hereby or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsthereby; (b) All bank all rights, title and other depository accounts interest of Reliant and its Affiliates in and to the Product outside of the Seller Parties Territory (including the right to receive any royalties or any similar payments from Ethypharm in respect thereof), except for those rights, title and interests transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement and the Assignment of their AffiliatesSettlement Agreement; (c) All claimsall rights of Reliant and its Affiliates related to any Excluded Combination Product (it being agreed that any such rights transferred to Oscient pursuant to the Ethypharm Transfer Agreement shall, pursuant to the terms of such agreement, be granted back, licensed or sublicensed to Reliant such that Reliant retains exclusive (even as to Oscient) rights therein); (d) all rights of enforcement, indemnification and interests similar matters under the Assigned Contracts and Orders related to any periods prior to Closing; (e) all rights of the Seller Parties or any of their Reliant and its Affiliates in and to any refunds of Taxes Intellectual Property, whether now existing or fees of any nature whatsoever for periods hereafter developed or acquired (or portions thereofincluding the Reliant Brands) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsProduct Intellectual Property; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns all rights of Reliant and related documents its Affiliates in and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the BusinessPackaging Agreement except as otherwise assigned to Oscient pursuant to the Packaging Agreement Assignment; (g) All all Accounts Receivable; (h) all cash (including, without limitation, cash on hand and cash in transit), cash equivalents, bank deposits, marketable securities and any advances, pre-payments, deposits or holdbacks under any contracts related to the Product; (i) except to the extent included in the Acquired Assets, all books, documents, records and files (i) prepared in connection with or relating to the sale or transfer of the Stationtransactions contemplated by this Agreement, including including, without limitation, confidentiality agreements with, and bids received from others from, other parties and strategic, financial or Tax analyses relating to the Station divestiture of the Acquired Assets, the Assumed Liabilities and the Purchased Assets; Product, (hii) The Contracts maintained by Reliant or its Affiliates and/or its representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements, or (iii) that constitute attorney work product, attorney-client communications and other items protected by privilege; provided, however, that Oscient receive a copy of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on any such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating records described under clause (ii) solely to the Station extent related to the Product as necessary for Tax, accounting, litigation or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”other reasonable business purposes; (j) The Retained Names and Marksall rights to refunds of Taxes paid through the Closing Date; (k) All Intellectual Property owned all insurance policies and claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Product manufactured by the Seller Parties or any on behalf of their Reliant or its Affiliates (other than relating to the Purchased Intellectual Property);Inventory; and (l) All records and documents relating to Excluded Assets all assets, tangible or to liabilities other than Assumed Liabilities; (m) Other than as set forth intangible, wherever situated, not expressly included in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementAcquired Assets.

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, Sellers shall retain only the Purchased Assets shall properties and assets of Sellers set forth below (all such properties and assets not include the following (being acquired by Buyer being herein referred to as the “Excluded Assets”"EXCLUDED ASSETS"): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ all Sellers' cash held at in the Station or Included Proceedsbank accounts listed on Schedule 1.2 (a) on the Closing Date, and the assets of Sellers set forth on Schedule 1.2(a) (and any proceeds from the disposition thereof); (b) All bank other than as set forth in Section 1.1(n), all of Sellers' rights to insurance proceeds or other Contracts of insurance or indemnity (or similar agreement) recoveries, including, without limitation, Sellers' Directors, Officers and other depository accounts of the Seller Parties or any of their AffiliatesCorporate Liability Insurance Policy; (c) All claimsall rights to or Claims for refunds, overpayments or rebates of Taxes, as well as any rights and interests of the Seller Parties to drawbacks, rebates or any of their Affiliates in and reimbursements related to any refunds of Taxes or fees of any nature whatsoever duties imposed on imported steel for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rightsall Claims (i) arising under the Bankruptcy Code or under similar state law, (ii) filed or commenced in any court by Sellers as a plaintiff or (iii) not relating to any Acquired Asset or any Assumed Liability, including but not limited to claims arising from or causes of action related to sections 544 through 550 of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Bankruptcy Code; (e) All bonds heldany asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, contracts leased or otherwise disposed of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to during the Purchased Assets or time from the Business other than Execution Date until the Included ProceedsClosing Date; (f) The Seller Parties’ or their Affiliates’ minute booksall Contracts that are not Acquired Contracts, stock transfer booksincluding, records relating to formation or incorporationwithout limitation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed those listed on the Purchased Assets) and any books and records not exclusively relating to the BusinessSchedule 1.2(f); (g) All records prepared in connection with or relating all amounts due to the sale or transfer Sellers from any Affiliate of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetsany Seller; (h) The Contracts of the Seller Parties all books, files and records owned by Sellers that relate to current or their Affiliates listed in Schedule 3.14 former employees and not designated on such Schedule as an “Assumed Contract”other personnel, including, without limitation, books, files and any Contracts between records that are related to medical history, medical insurance or among any one or more of the Seller Parties or their Affiliates, on the one hand, other medical matters and any one or more of their Related Parties, on the other hand, relating to workers' compensation and to the Station evaluation, appraisal or performance of current or former employees and other personnel of Sellers (collectively, the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”"EMPLOYMENT RECORDS"); (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 1.1(q), all (i) shares of capital stock or equity or other ownership interest of any Seller in any other Person and (ii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to any of the Excluded Assets or to the organization, existence or capitalization of Sellers or of any other Person; (j) all Employee Benefit Plans sponsored by any Seller or any of the Sellers' ERISA Affiliates (collectively, the "SELLERS CONTROLLED GROUP") or their respective predecessors or with respect to flexible spending accounts, all of which the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties Sellers Controlled Group or their Affiliates (includingrespective predecessors has made or is required to make payments, without limitation, all Employee Plans) and any assets transfers or contributions in respect of any such agreementpresent or former employees, plan directors, officers, shareholders, consultants or arrangement; (n) Any intercompany receivables independent contractors of the Business from the any Seller Parties or any of the Sellers' ERISA Affiliates or their Affiliatesrespective predecessors (collectively, the "SELLERS BENEFIT PLANS") and all insurance policies, fiduciary liability policies, benefit administration contracts, actuarial contracts, trusts, escrows, surety bonds, letters of credit and other contracts primarily relating to any Sellers Benefit Plan; and (ok) Any rights all of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementassets set forth on Schedule 1.2(k).

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, from and after the Purchased Closing, Seller and its Affiliates shall retain (or in the case of any of the following Assets held by any Transferred Joint Venture Entity, Seller shall cause to be transferred to the applicable Seller JV Partner prior to the Closing), and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferred Assets shall not include include, any of the Friendco Transferred Assets or the following Assets (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents all Assets with respect to Taxes (including any marketable securities or certificates duty and tax refunds and prepayments) and net operating losses of deposit) of the Seller Parties or any of their its Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank except as set forth in Section 2.3(s) and other depository accounts except to the extent set forth in Section 5.1(c), all Tax Returns of the Seller Parties or any of their Affiliatesits Affiliates and all Books and Records (including working papers) and tax software to the extent directly related thereto; (c) All claimsall insurance policies and rights thereunder, rights and interests of other than the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateInsurance Claims; (d) Any rightsall credits, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assetsprepaid expenses, properties or operations of the Business arising out of transactions occurring prior to the Closing Datedeferred charges, except advance payments, security deposits and prepaid items, in each case, only to the extent related to any Asset that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have is not been paid as of the Closing)a Transferred Asset; (e) All bonds heldall cash and cash equivalents, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to except for the Purchased Assets or the Business other than the Included ProceedsTransferred Cash; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessall Intercompany Receivables; (g) All records prepared in connection with or relating to the sale or transfer of the Station, all Contracts (including bids received from others and analyses relating to the Station and the Purchased Assetsall Third Party Confidentiality Agreements) other than Assigned Contracts; (h) The Contracts (i) any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Owned Real Property set forth on Schedule 2.4(h) of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated Disclosure Schedule; provided, however, that, from time to time prior to the Closing, but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more 2.4(h) of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Disclosure Schedule; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”all Programming Agreements (other than any retransmission consent agreement that is an Assigned Contract); (j) The Retained Names and Marksall Assets listed on Schedule 2.4(j) of the Seller Disclosure Schedule; (k) All Intellectual Property owned by (i) all claims (and proceeds related thereto) set forth on Schedule 2.4(k) of the Seller Parties Disclosure Schedule relating to (A) the Rigas Litigation or (B) the Designated Litigation, (ii) all other claims (and proceeds related thereto) that Seller or any of their its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability) in any material respect and (iii) any claims of Seller or its Affiliates against Seller or any of its Affiliates (other than any claim against any Investment Entity or any Transferred Joint Venture Entity) to the Purchased Intellectual Propertyextent not affecting any Specified Business (including any Transferred Asset or Assumed Liability); provided, that none of the Retained Claims will be treated as Excluded Assets pursuant to this clause (k); (l) All records and documents relating to Excluded Assets or to liabilities all personnel records, other than Assumed Liabilitiesthe Transferred Employees’ Records; (m) Other than as set forth all rights in Section 6.2 connection with respect to flexible spending accounts, all and Assets of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Benefit Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables except for the Transferred Investments and the Joint Venture Securities, all Equity Securities or other rights of the Business from the Seller Parties or any of their Affiliatesits Affiliates in any other Person, including any Asset Transferring Subsidiary; (o) Assets allocated to the Friendco Business pursuant to the Designated Allocation; (p) state certificates of public convenience and necessity or similar state telecommunication Authorizations except for those that Buyer designates in writing as Transferred Assets at least ten Business Days prior to the Closing; (q) Excluded Books and Records (subject to Section 9.3); and (or) Any rights the Equity Securities of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementEmpire Sports Network and all Assets of Empire Sports Network.

Excluded Assets. Notwithstanding the foregoingprovisions of Section 2.1, the Purchased Assets shall not include the following following, which shall be retained by Seller (herein referred to as the “"Excluded Assets”"): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, programming and agreements other than ▇▇▇▇▇ cash held at the Station or Included Proceeds;those listed on Schedule -------- 2.1 (b) All bank insurance policies and other depository accounts of the Seller Parties or any of their Affiliatesrights and claims thereunder; (c) All bonds, letters of credit, surety instruments, and other similar items; (d) cash and cash equivalents; (e) equipment owned by customers of the Business, such as converters purchased by customers, pagers and house wiring; (f) any agreement, right, asset or property owned or leased by Seller that is not used or held for use in connection with its operation of the Systems; (g) all claims, rights rights, and interests of the Seller Parties or any of their Affiliates interest in and to any refunds of Taxes or fees of any nature whatsoever for periods (nature, or portions thereof) ending on or other claims against third parties, relating to the operation of the Systems prior to the Closing Date; (dh) Any rightsthe account books of original entry, claims or causes of action of general ledgers and financial records used in connection with the Systems, provided, however, that Seller Parties or shall (i) from time to time upon reasonable notice from Buyer, provide to Buyer access to any of their Affiliates against third parties relating such books and records as then may be in Seller's possession, (ii) retain possession of such books and records for a reasonable period, not to exceed three (3) years from the assets, properties or operations of the Business arising out of transactions occurring prior to Closing Date (except for Tax-related books and records which shall be retained by Seller for at least seven (7) years from the Closing Date), except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities and (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business iii) notify Buyer in writing at least thirty (30) days prior to the Closing and have not been paid as disposing of the Closing); (e) All bonds held, contracts or destroying any of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating and permit Buyer to arrange, at Buyer's cost, for the Business; (g) All records prepared in connection with or relating delivery to the sale or transfer Buyer of the Station, including bids received from others books and analyses relating records proposed to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties be disposed or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”destroyed; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”;subject to the provisions of Section 3.4, Seller's trademarks, trade names, service marks, service names, logos, and similar proprietary rights; and (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.items described on Schedule 2.2. ------------

Excluded Assets. Notwithstanding anything in Section 1.1 to the foregoingcontrary, the Purchased Assets shall not include any of the following assets of the Seller (herein referred to as the “"Excluded Assets”"): (a) Any all cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliatesand all accounts, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsnotes and loans receivable; (b) All bank all furniture and other depository accounts of the Seller Parties or any of their Affiliatesfixtures; (c) All claims, rights and interests all product leases in effect as of the Seller Parties Closing Date and receivables outstanding thereunder (the "Excluded Leases"); (d) minute books and stock record books of the Seller; (e) any rights under or any of their Affiliates in and with respect to any refunds employee benefit plans of Taxes the Seller, except to the extent otherwise provided in Section 5.9 (f) all amounts billable or fees collectible under customer Contracts with respect to products shipped but not invoiced as of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (dg) Any rightscontracts, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assetsagreements, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from understandings and arrangements with customers outside the United States Copyright Office or such arbitration panels as may be appointed by Canada (the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing"Foreign Customer Contracts"); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of all rights, liabilities and obligations under the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Excluded Contracts; (i) The items designated in Schedule 2.2(i) as “all claims, warranties, choses of action, causes of action, rights of recovery and rights of set-off relating to the Excluded Assets”Assets or the Liabilities Not Assumed; (j) The Retained Names all consideration to be received by and Marksthe rights of the Seller under this Agreement; (k) All Intellectual Property owned by original records, files and other information kept for financial reporting purposes or information related to the Seller Parties or any product leases and the Foreign Customer Contracts, provided however that copies of their Affiliates (the foregoing shall be provided to Buyer and considered Purchased Assets, and original records, files and other than the Purchased Intellectual Property)information kept for income tax purposes; (l) All records all Contracts of insurance and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiesthe proceeds thereof; (m) Other than as set forth in Section 6.2 with respect Permits not relating exclusively to flexible spending accounts, all of the pension, profit sharing, welfare Business or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementthat are not transferable to Buyer; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliatesnon-transferable software listed on Schedule 1.2(n) hereto; and--------------- (o) Any all equipment that is subject to any product lease; (p) trademarks, service marks and trade names not set forth in Part 3.9 of the Seller Disclosure Schedule, including the name "▇▇▇▇▇▇" or the words "Productivity Systems," or any derivation thereof and other marks (other than "SureMed" or any derivation thereof) which serve to identify Seller or Seller's Productivity Systems business unit; (q) all rights to claims, refunds and causes of action related to the Excluded Assets or the Liabilities Not Assumed; (r) all other assets, properties and rights of Seller not used primarily in the conduct of the Business and assets or payment due properties located outside of the United States of America and Canada which are used in connection with the Foreign Customer Contracts; (s) in the event the software license agreement between Seller and Sybase, Inc. dated as of August 29, 1996 (the "Sybase Agreement") is not assigned to Buyer, the Seller Parties or their Affiliates amount prepaid thereunder as reflected on the Latest Balance Sheet under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.account identified as "Software Licenses" included in the "Other Assets" account shall be an "Excluded Asset"; and

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, in no event shall any Seller be deemed to sell, transfer, assign, convey or deliver, and such Seller shall retain all right, title and interest to, in and under any properties, rights interests or other assets of such Seller other than the Purchased Acquired Assets shall not include the following (herein referred to as collectively, the “Excluded Assets”):) which shall include: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) all Accounts Receivable of the Seller Parties Sellers to the extent not related to the Acquired Assets or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsAcquired Businesses; (b) All bank and other depository accounts all Equity Interests of any of the Seller Parties Sellers’ direct or any of their Affiliatesindirect Subsidiaries; (c) All claims, rights and interests all of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateSellers’ rights under this Agreement; (d) Any rights, claims or causes of action all of the Seller Parties or Sellers’ rights under any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Excluded Asset; (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect all Contracts to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business which any Seller is a party other than the Included ProceedsAssigned Contracts, including independent contractor agreements; (f) The Seller Parties’ or their Affiliates’ minute booksall payments for the purchase of goods, stock transfer books, records relating including but not limited to formation or incorporation, Tax Returns customer deposits and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessprepaid amounts; (g) All records prepared in connection with or relating all Leases to which any Seller is a party other than the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsAssumed Leases; (h) The Contracts all assets of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Albatross Software; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”all Tax Returns or Tax refunds of a Seller Tax Group or any Seller or Affiliate thereof; (j) The Retained Names all Tax refunds with respect to the Acquired Assets (excluding, for the avoidance of doubt, any Tax refund described in Section 1.2(i) and Marks;any Tax refunds received by the Seller in relation a Tax attributable to the Acquired Assets and paid by the Purchaser after Closing) allocable to a Pre-Closing Tax Period, as determined pursuant to Section 5.11; and (k) All all software, Intellectual Property owned 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) the existing lease and loan services agreements, pursuant to which SunPower Capital Services, LLC provides certain lease and loan services to the Owners, and (iii) the existing transaction management and asset management agreements pursuant to which SunStrong Capital Holdings, LLC and SunPower Capital Services, LLC provide certain administrative and management services, provided, however, the Sellers shall (A) subject to the entry of an Order by the Seller Parties or any Bankruptcy Court, provide the purchaser with a license to utilize the PVS6 gateway and related technology with respect to the Acquired Assets and (B) use commercially reasonable efforts to transfer the servicing of their Affiliates (other than the Purchased Intellectual Property);Acquired Assets to a go-forward servicer; and (l) All records all computers of Sellers’ employees that are ultimately hired by ▇▇▇▇▇▇▇▇▇; provided, however that at such time that the Sellers no longer need to maintain and/or preserve the computers and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsit is determined that the computers may be transferred, all computers of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due Sellers will be transferred to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementPurchaser at no additional cost.

Excluded Assets. Notwithstanding Buyer and the foregoingSellers expressly understand and agree that, notwithstanding anything to the contrary contained herein, the Purchased Assets shall not include following assets and properties of the following Sellers prior to the Closing (herein referred to as the “Excluded Assets”):) shall be excluded from the Purchased Assets and, except as otherwise provided in the Separation Agreement, shall be assets and properties of New Diamond following the Closing: (a) Any all (i) motor vehicles (trucks, vans, and autos) and rail, truck and sea containers other than the Transferred Vehicles or as otherwise allocated pursuant to Section 1.01(m) and (ii) all other fixed assets and tangible personal property set forth on Schedule 1.02(a) (collectively, the “Excluded Equipment”); (b) all of the cash or and cash equivalents of the Sellers on hand (including any marketable securities or certificates of depositall cash, cash equivalents and working funds in cash registers at each Store) of the Seller Parties or any of their Affiliates, and in banks other than ▇▇▇▇▇ cash held at the Station or Included ProceedsCash; (bc) All bank all accounts receivable relating to the Standalone Drug Business owed to the Sellers or any of their Affiliates prior to the Effective Time, including delinquent rent payments, tenant reimbursements and refunds of insurance premiums accruing to, or held for, the benefit of the Sellers (the “Accounts Receivable”); (d) except as provided under Section 5.06, all insurance policies relating to the Standalone Drug Business or the Purchased Assets; (e) any refund or credit of Taxes to the extent attributable to any Pre-Closing Tax Period or to any Taxes for which Sellers, New Diamond or SUPERVALU are responsible; (f) all equipment owned by third parties who are not affiliated with Sellers and all leased equipment located at or used in the Facilities, in each case in such categories of excluded equipment as are set forth in Schedule 1.02(a); (g) all computer software owned or used by the Sellers or their Affiliates; (h) all contracts, agreement, leases, licenses, commitments, sales and purchase orders and other depository accounts instruments (which may include tax indemnity agreements) other than the Assigned Contracts; (i) all trademarks, service marks, trade names, logos, patents and similar intangibles owned by the Sellers or used in connection with the operation of the Seller Parties Facilities; (j) all rebates and refunds arising from the operation of the Facilities prior to the Effective Time; (k) all undeposited or uncollected checks and food stamps held by the Sellers prior to the Effective Time; (l) all signs or personal property that contain the name (or trade derivative thereof), trademarks, servicemarks, trade names or logo of the Sellers or any of their Affiliates, including all uniforms supplied to the Sellers’ employees; (cm) All claims, rights and interests any Purchased Assets sold or otherwise disposed of without violating any provisions of this Agreement during the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to period from the Closing Datedate hereof until the Effective Time; (dn) Any rightsall world wide web or other internet addresses, claims sites and domain names and internet protocol address spaces; (o) the Sellers’ phone networks, internet mail and computer networks; (p) all customer data and information derived from branded customer loyalty promotions, co-branded credit card programs and other similar programs other than such customer data and information relating to customer purchases at the Stores; (q) all provider agreements for the Medicare and Medicaid programs, including all applicable provider numbers; (r) any lease, sublease, license, sublicense or causes of action of the Seller Parties or any of their Affiliates against third parties other contract relating to the assetsinstallation, properties use or operations operation of ATM’s or similar banking machines, in-store banking facilities, or slot machines or other gaming devices located at the Stores (and any interest of the Business arising out of transactions occurring prior to the Closing DateSellers in such equipment), except to the extent assignment to Buyer is required by the applicable agreement; provided, however, that Buyer shall allow each bank operating ATM’s or other in-store banking facilities and licensees of any kind to continue to operate in the relevant Store for up to 180 days (or such rights, claims greater time as required by Law) after receipt of notice from the Sellers informing each such bank or causes of action are Current Assets or otherwise arise out licensee of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as transfer of the Closing)relevant Store to Buyer; (es) All bonds heldall assets primarily related to the sale of inventory conducted through any website operated by or on behalf of Albertson’s or any of its Affiliates; (t) all reimbursements on account of Prorated Charges (as defined herein) due and owing to Sellers pursuant to Section 1.08; (u) all books and records to the extent relating to any Excluded Asset; provided, contracts however, that Buyer will be entitled to copies of insurance or policies of insurance any other relevant books, records, files and prepaid insurance with respect papers to such contracts or policies; and all insurance claims and proceeds thereunder including the extent relating to the Purchased Assets or to the Business other than extent relevant for normal course accounting after the Included ProceedsClosing; (fv) The Seller Parties’ all firearms or their Affiliates’ minute booksany merchandise related to firearms, stock transfer booksammunition or similar items, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating in each case to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliatesextent non-transferable under applicable Law; and (ow) Any rights of all audiotapes, videotapes or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementDVDs available for rental and not owned by Sellers.

Excluded Assets. Notwithstanding Other than the foregoingAcquired Assets subject to Section 2.01, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Purchased Acquired Assets shall not (the "Excluded Assets"). Excluded Assets include the following (herein referred to as the “Excluded Assets”):assets and properties of Seller: (a) Any cash or cash, cash equivalents (including any marketable securities or certificates of deposit) and invested funds of the Seller Parties City or any of their Affiliatesthe City's Affiliates representing the unexpended bond proceeds, plus investment earnings, and other than ▇▇▇▇▇ cash held at amounts in the Station or Included Proceeds;capital improvement, bond and/or construction fund balances and reserves for the System. (b) All bank the Stormwater System Assets as set forth on Schedule 2.02(b) except to the extent Stormwater System Assets are jointly used by the System and other depository accounts of the Seller Parties or any of their AffiliatesStormwater System; (c) All claimsthe Public Works Building, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior subject to the Closing DatePublic Works Building Lease; (d) Any rightsall contracts that are not Assigned Contracts; (e) the Accounts Receivable; (f) the Lagoon, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating subject to the assets, properties or operations Lagoon Option; (g) all insurance policies of the Business arising out of transactions occurring prior Seller and all rights to the Closing Dateapplicable claims and proceeds thereunder, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable pertaining to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels Acquired Assets as may be appointed by the United States Copyright Office that relate to the Business which a loss has occurred prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts all assets, properties and rights used by the City which are not used, necessary or important in the operation of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”System; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”the rights that accrue or will accrue to Seller under this Agreement and Related Agreements; (j) The Retained Names Seller's Access Rights, Reserved Rights and Marks;any other assets listed in Schedule 2.02(j); and (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementCell Tower Antenna Agreements.

Excluded Assets. Notwithstanding the foregoing, the Purchased The Target Assets shall to be acquired by Purchaser hereunder do not include the following (herein hereinafter referred to as the “Excluded Assets”): 3.1.1 any cash on hand, in banks, and any cash equivalents; 3.1.2 all of Seller’s interest in any Intellectual Property used exclusively in the Excluded Business; 3.1.3 all claims, rights and causes of action of Sellers arising under or relating to Chapter 5 of the Bankruptcy Code (awhether or not asserted as of the Closing Date) Any cash including, without limitation, any such claims and actions arising under Sections 544, 545, 547, 548, 549 or cash equivalents 551 of the Bankruptcy Code, and commercial tort claims; 3.1.4 Sellers’ rights under this Agreement (including the right to receive the Purchase Price) and under any marketable securities or certificates of deposit) of the Seller Parties ancillary agreements to be entered into in connection with the transactions contemplated hereby; 3.1.5 all shares of capital stock or other equity interests of Sellers or any of their Affiliates, all securities convertible into or exchangeable or exercisable for shares of capital stock or other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts equity interests of the Seller Parties Sellers or any of their Affiliates, and all securities owned and held by Sellers, whether equity or debt or a combination thereof; (c) All claims3.1.6 all Tax Returns and Tax records of Sellers and their Affiliates; 3.1.7 all Tax refunds, rights credits, abatements or similar offsets against Taxes of Sellers and interests their Affiliates that relate to Specifically Excluded Liabilities; 3.1.8 all Tax attributes of the Seller Parties Sellers and its Affiliates; 3.1.9 the organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Sellers or any of their Affiliates in Affiliates, any other books and records exclusively related to any refunds the Excluded Business and all personnel records or other records of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending the Sellers that are required by Law to be retained; 3.1.10 all claims arising on or prior to the Closing DateDate under any directors and officers liability insurance policies owned by Sellers; (d) Any rights, 3.1.11 all claims or and causes of action arising on or before the Closing Date that Sellers have against any Affiliate, insider of the any Seller Parties or any third party (and any recovery on account thereof), including rights of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Daterecoupment and avoidance, except to the extent that any such rights, claims or causes of action are Current (i) may constitute a counterclaim, defense, offset, or recoupment right with respect to affirmative claims (if any) that such third party may assert against Purchaser or its Affiliates, (ii) arise under any rights under warranties (express or implied), representations and guarantees made by any third party to Sellers in connection with the Target Assets or otherwise the Target Business, (iii) arise out under the Assigned Contracts assumed and assigned to Purchaser, (iv) arise under any Transferred Licenses, or (v) relate to the Target Assets; provided, however, nothing in this Section 3.1.10 shall in any event be deemed to eliminate from the Excluded Assets any other asset expressly designated as such pursuant to this Article 3; 3.1.12 professional retainers paid by Sellers; 3.1.13 any letters of credit or similar financial accommodations issued to any third party(ies) for the account of Sellers; 3.1.14 all customer deposits which as of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable date hereof are as set forth on Schedule 3.1.13; 3.1.15 any assets related exclusively to the Seller PartiesExcluded Business; 3.1.16 all Benefit Plans, and any other “employee benefit plan” (as defined in ERISA) or any other employee benefit plan, program or arrangement, including, in each case, any underlying assets, agreements, policies and rights in connection therewith; 3.1.17 all insurance policies (except to the extent relating to the Target Assets), all directors and officers liability insurance policies and errors and omissions insurance policies and all rights to assert claims with respect to any such policies; all unearned insurance premiums and all accrued insurance refunds or rebates; all unearned insurance premiums and all accrued insurance refunds or rebates; 3.1.18 all Contracts that are not Assigned Contracts, all Licenses that are not Transferred Licenses and all Intellectual Property that is not Transferred Intellectual Property and all Contracts, Licenses and Intellectual Property that have terminated or expired prior to the Closing in the Ordinary Course of Business; 3.1.19 any documents or communications of Sellers that are subject to Sellers’ attorney-client privilege and/or the work-product immunity doctrine; 3.1.20 those assets, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed listed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement3.1.20.

Excluded Assets. Notwithstanding From and after the foregoingClosing, Seller Parties and their Affiliates shall retain all of their existing right, title and interest in and to, and there shall be excluded from the Purchased sale, conveyance, assignment or transfer to Buyer and its Affiliates hereunder, and the Transferred Assets shall not include include, the following (herein referred to as collectively, the “Excluded Assets”):): CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (a) Any cash or cash equivalents (including any marketable securities or certificates all rights of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsunder this Agreement; (b) All bank any compound not embodied in the Transferred Patents and other depository accounts of any intellectual property and/or Know-How not included in the Seller Parties or any of their AffiliatesTransferred IP, including the Licensed Know-How; (c) All claims, any Patents or Patent rights and interests of covering the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior China Territory with respect to the Closing DateLead Compound, except for Patents explicitly included as Transferred Patents; (d) Any all rights, claims or claims, causes of action action, guarantees, warranties and indemnities of the any Seller Parties or Party and any of their respective Affiliates against third parties relating related to the assetsany Excluded Asset or Excluded Liability, properties or operations of the Business arising out of transactions occurring including, with respect to periods prior to the Closing Date, except to the extent that any such all rights, claims or and causes of action are Current Assets or otherwise arise out of under the Purchased Assets or Assumed Liabilities (provided that [***] Agreement, the Seller Parties shall retain all amounts payable to Safety Data Exchange Agreement and the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing);Welichem Agreement; and (e) All bonds held, contracts of insurance or policies of insurance all books and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business records other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementTransferred Records.

Excluded Assets. Notwithstanding anything to the foregoingcontrary contained in Section 2.01 or elsewhere in this Agreement, the Purchased Assets shall not include following assets of the following Company (herein referred to as collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of the Company after the Closing: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) the equity interests of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsCompany and its Subsidiaries; (b) All bank and other depository accounts all of the Seller Parties or any of their AffiliatesCompany Contracts that are not Assumed Contracts (collectively, the Rejected Contracts); (c) All claims, all rights and interests of the Seller Parties Company under this Agreement and the Sellers Ancillary Agreements; (d) the personal property and assets expressly set forth on Schedule 2.2(d); (e) claims against third parties to the extent related solely to any Excluded Asset or Retained Liabilities; (f) all rights under insurance policies to the extent relating to claims for losses related exclusively to any Excluded Asset or otherwise non-assignable as a matter of their Affiliates law; (g) the Company’s corporate seals, stock Record books, corporate Record books containing minutes of meetings of directors and stockholders, and such other Records having to do solely with the Company’s organization or stock capitalization or Excluded Assets or Retained Liabilities; (h) all personnel Records and other Records that the Company is required by law to retain in its possession; (i) all cash, cash equivalents and short-term investments (including all restricted cash and cash deposits to or for the benefit of utilities, including any such cash deposits as maintained in escrow; (j) any interest in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Markswhatever nature; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property)Purchase Price; (l) All records the Company’s claims, causes of action and documents relating rights of recovery pursuant to Excluded Assets or Sections 544 through 550 and Section 553 of the Bankruptcy Code and any other avoidance action under any other applicable provisions of the Bankruptcy Code with respect to liabilities other than Assumed Liabilities;those Third Parties the Liabilities of which Purchaser is not assuming pursuant to Section 2.04(a); and (m) Other than all of Sellers’ rights, demands, claims (as set forth defined in Section 6.2 the Bankruptcy Code) and causes of action arising with respect to flexible spending accounts, all the assertion or defense of claims against the Sellers under Sections 502 and 503 of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) Bankruptcy Code and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementRule 3007 thereunder.

Excluded Assets. Notwithstanding The purchase of the foregoing, Acquired Assets by the Purchased Buyers and the sale of the Acquired Assets by the Willtek Group contemplated by this Agreement shall not include the following assets of the Willtek Group (herein referred to as the “Excluded Assets”): (a) Any all cash or and cash equivalents (including any marketable securities or certificates existing as of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (db) Any rights, claims or causes of action all rights of the Seller Parties in and to this Agreement; (c) all Returns and rights to Tax refunds, credits, offsets or any of their Affiliates against third parties other tax benefits relating to the assetsany Pre-Closing Tax Period; (d) all claims, properties or operations causes of action, judgments and rights in litigation of the Business arising out of transactions occurring prior to the Closing Dateextent related to any Excluded Asset; (e) subject to Section 5.9, any Contracts that are not Acquired Assets as identified on Schedule 2.2(e); (f) minute books, charter documents, stock or equity record books and records of the Willtek Group as related to corporate existence or capitalization; and (g) any of the common stock or other evidences of the equity interests of the Willtek Subsidiaries owned by Willtek. (h) except to the extent that the same are deemed to constitute Employee Plan Insurances, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries and return of premiums due thereunder, rights to assert claims with respect to any such rightspolicies and all premium deposits, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing deposits and have not been paid as of the Closing)other security deposits in connection therewith; (ei) All bonds heldall rights of the Willtek Group under any confidentiality, contracts non-use or similar Contract with any employee or contractor of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating the Seller to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and extent that such rights are not related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names all personnel and Marks;employment records for employees and former employees who are not Transferred Employees; and (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records properties, assets, goodwill and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements rights of the Seller Parties of whatever kind and nature, real, personal or their Affiliates (includingmixed, without limitation, all Employee Planstangible or intangible that are set forth or described in Schedule 2.2(k) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due are not related to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementBusiness.

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, the Purchased Assets in no event shall not include Sellers be deemed to sell, transfer, assign, convey or deliver, and Sellers shall retain all right, title and interest to, in and under the following properties, rights, interests and other assets of Sellers (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsall Cash and Cash Equivalents; (b) All bank (i) all deposits (including maintenance deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments, that have been prepaid by any Seller, in each case of this clause (i), solely to the extent in respect of an Excluded Asset, (ii) all customer deposits (“Existing Customer Deposits”), and (iii) any retainers or similar amounts paid to Advisors or other depository accounts of the Seller Parties or any of their Affiliatesprofessional service providers; (c) All claimssubject to Section 1.5, rights all Contracts of Sellers that are not Assigned Contracts (the “Excluded Contracts”), and interests for the avoidance of doubt, all Contracts (including engagement letters) between any Seller or Sellers, on one hand, and any broker, investment banker, financial advisor or other Person that provides for the payment of a fee, commission or similar amount by a Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Datesuch Person shall be Excluded Contracts; (d) Any rightsall documents (including information stored on the computer systems, claims data networks or causes servers of action of the any Seller, written files, papers, books, reports and records, including those prepared or received by any Seller Parties or any of their its Affiliates against third parties or Representatives) (i) to the extent they relate exclusively to any of the other Excluded Assets or Excluded Liabilities, (ii) that are Sellers’ financial accounting Documents to the extent relating to the assets, properties or operations business activities of the Business arising out of transactions occurring prior Sellers unrelated to the Closing DateBusiness, except all minute books, organizational documents, stock certificates and stock registers of any Seller as pertaining to the extent ownership, organization or existence of such Seller, Tax Returns (and any related work papers), corporate seal, checkbooks and canceled checks, (iii) that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable is required by Law to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)retain; (e) All bonds heldall documents prepared or received by any Seller or any of its Affiliates or on their behalf in connection with the sale of the Acquired Assets, contracts this Agreement or the other Transaction Agreements, the transactions contemplated hereby or thereby, or the Bankruptcy Cases that are subject to any attorney-client privilege or other work product privilege, including (i) all records and reports prepared or received by Sellers or any of insurance their respective Affiliates or policies Advisors in connection with the sale of insurance the Acquired Assets and prepaid insurance the transactions contemplated hereby, including analyses relating to the business of Purchaser or its Affiliates so prepared or received, (ii) all bids and expressions of interest received from third parties with respect to such contracts the acquisition of any of Sellers’ businesses or policies; assets, (iii) all privileged materials, documents and all insurance claims records of any Seller or any of its Affiliates and proceeds thereunder including relating (iv) any other files or records to the Purchased Assets extent relating exclusively to any Excluded Assets, Excluded Liabilities or the Business other than the Included ProceedsBankruptcy Cases; (f) The all insurance Contracts or other Contracts associated with any Seller Parties’ Plan, each insurance policy covering the Excluded Assets or their Affiliates’ minute books, stock transfer books, records relating related to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating the Excluded Liabilities (to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assetsbring claims thereunder) and all director and officer insurance policies, and all rights and benefits of any books nature of Sellers with respect thereto, including all insurance recoveries thereunder and records not exclusively relating rights to the Businessassert claims with respect to any such insurance policies or recoveries; (g) All records prepared all stock, membership interests or other equity interests of any Seller or any of their respective Subsidiaries or securities convertible into, exchangeable, or exercisable for any such membership interests or other equity interests, in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetseach case; (h) The Contracts all rights, claims and causes of action that any Seller may have against any Person with respect to any Excluded Assets or any Excluded Liabilities; (i) Sellers’ claims, causes of action or other rights under this Agreement, including the Seller Parties Purchase Price hereunder, or their Affiliates listed in Schedule 3.14 any agreement, certificate, instrument or other document executed and not designated on such Schedule as an “Assumed Contract”, and delivered between any Contracts between or among any one or more of the Seller Parties or their AffiliatesSeller, on the one hand, and any one or more of their Related PartiesPurchaser, on the other hand, relating to in connection with the Station transactions contemplated hereby, or any other agreement between any Seller, on the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”one hand, and Purchaser, on the other hand, entered into on or after the date hereof; (j) The Retained Names all Tax refunds and MarksTax attributes that are not transferred by the operation of applicable Tax Law, except for any refunds of Taxes included in the definition of Assumed Liabilities; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (all real estate and all interests in real estate other than the Purchased Intellectual PropertyAcquired Leased Real Property (for the avoidance of doubt, the Acquired Leased Real Property includes any Leasehold Improvements and Real Property Appurtenances thereto), including, for the avoidance of doubt, the DC; (l) All records any leasehold interest, all tangible assets (including Equipment, accessories, materials, machinery and documents relating to all other similar items of tangible personal property or capital assets) of Sellers, including the tangible assets owned, leased or used (or held for use) by Sellers at any Excluded Assets Store, the Richmond, Virginia headquarters, the Dallas distribution center or to liabilities other than Assumed Liabilitiesthe Pomona distribution center; (m) Other than as the properties, rights, interests and assets set forth in Section 6.2 with respect on Schedule 1.2(m); (n) all Seller Plans; (o) all accounts receivable (or other amounts receivable), and other intercompany obligations, of any Seller or any of its Affiliates or Subsidiaries owed to flexible spending accountsany Seller; (p) all claims, all rights or causes of the pensionaction of any Seller for avoidance, profit sharingrecovery, welfare subordination or employee benefit agreements, plans or arrangements other relief and actions of the Seller Parties or their Affiliates Sellers (including, without limitation, all Employee Plansany such claims, rights or causes of action arising under chapter 5 of the Bankruptcy Code, including Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code or applicable state statutes) other than those provided in Sections 1.1(f) and any assets of any such agreement, plan or arrangement1.1(q); (nq) Any intercompany receivables of the Business from DC (other than pursuant to the Seller Parties or any of their AffiliatesDC Lease); (r) the Excluded Inventory; and (os) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementExcluded Fork Lifts.

Excluded Assets. Notwithstanding Those assets of the foregoingSeller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by the Purchased Assets shall not include the following Seller Entities (herein referred to as collectively, the “Excluded Assets”):) and shall not be conveyed to the Buyer: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash), cash held at the Station or Included Proceedsequivalents and marketable securities; (b) All bank board-designated, restricted and other depository accounts of the Seller Parties trustee-held or any of their Affiliatesescrowed funds (such as funded depreciation, debt service reserves, working capital trust assets, and assets and investments restricted as to use) and accrued earnings thereon; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate Entities in respect of third party payors pursuant to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates retrospective settlements (including, without limitation, all Employee Planspursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Closing Date) and any assets reimbursement from Medicare or Medicaid as a result of any such agreement, plan or arrangementloss by the Seller Entities on the disposal of any of the Assets for purposes of Medicare and Medicaid reimbursement; (nd) Any intercompany receivables all Seller Entity records relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities to the extent that the Buyer does not need the same in connection with the operation of the Business from Facilities, as well as all records which by law the Seller Parties or any of Entities are required to maintain in their Affiliates; andpossession; (oe) Any rights of or payment due prepaid insurance, prepaid assets dedicated to the Seller Parties Entities’ benefit plans and any reserves or their prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) all accounts receivable arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered prior to the Effective Time; (g) any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates under or pursuant to this Agreement, any Ancillary Agreement or listed on Schedule 1.2(g) (the Confidentiality Agreement.“Excluded Marks”);

Excluded Assets. Notwithstanding the foregoing, the The Purchased Assets shall not include include, Seller shall not sell, transfer or assign to Buyer and Buyer shall not purchase or acquire from Seller, the following (herein the properties and assets expressly excluded by this Section 1.2 being referred to herein as the “"Excluded Assets”"): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties Seller's real property, leasehold rights thereto or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station fixtures or Included Proceedsimprovements thereon; (b) All bank and other depository accounts of the Seller Parties or any of their AffiliatesSeller's manufacturing equipment (to the extent not included in the Purchased Assets under Section 1.1(g)); (c) All claimsany of Seller's cash, rights bank deposits and interests similar bank items existing as of the Seller Parties or opening of business on the Closing Date; (d) any of their Affiliates Seller's accounts receivable or other accounts existing as of the opening of business on the Closing Date; (e) any claim, right or interest of Seller in and to any refunds of Taxes or fees of refund for Taxes, together with any nature whatsoever interest due Seller thereon, for any periods (or portions thereof) ending on or prior to the Closing Date; (df) Any all assets attributable or related to any Benefit plan; (g) all of Seller's rights under all contracts and agreements which are not Contracts or Licenses (each as defined herein) (the "Excluded Contracts"); (h) all of the rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except Persons to the extent that any such rights, claims or causes of action are Current they relate to Excluded Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;Excluded Liabilities (i) The items designated in Schedule 2.2(i) as “Excluded any asset of Seller which is not among the Purchased Assets”;; and (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementitems listed on Schedule 1.2(j).

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, the Purchased Assets shall not include Buyer expressly understands and agrees that the following assets and properties of the Sellers and their respective Affiliates (herein referred to as the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) Any except as set forth in ‎Section 2.01(h), all cash or and cash equivalents other than the Included Cash; (including any marketable securities b) all permits and licenses not used or certificates held for use primarily in the conduct of depositthe Purchased Business or the Purchased Assets; (c) subject to ‎Section 2.01(o), the Insurance Policies; (d) all director and officer insurance policies and claims thereunder; (e) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, and all personnel files (except as set forth in ‎Section 2.01(l)) and minute books (and similar corporate records) of the Sellers and their Affiliates; (f) all rights of the Sellers arising under this Agreement or the transactions contemplated hereby (other than the rights of Alpha Natural Resources with respect to the Subsidiary Transfers, which shall constitute Purchased Assets); (g) all (i) refunds for Taxes incurred in a Pre-Closing Tax Period, including those relating to the Purchased Business or the Purchased Assets, and (ii) Tax Returns of the Sellers, in each case, together with all books and records (including working papers) exclusively related thereto (other than Tax Returns of a Continued Tax Group, which shall constitute Purchased Assets); (h) all Tax assets (other than any prepaid Taxes) and net operating losses of the Sellers (other than net operating losses or similar tax attributes of a Continued Tax Group, which shall constitute Purchased Assets); (i) subject to ‎Section 6.03, all Avoidance Actions, or proceeds thereof, against Persons not set forth on Schedule ‎2.01(n) and all Avoidance Actions, or proceeds thereof, that relate solely to the Excluded Assets; (j) all equity interests in the Subsidiaries of Alpha Natural Resources and all equity interests in ReorgCo Parent or ReorgCo; (k) the other assets, properties and rights set forth on Schedule ‎2.02(k) (the “Specifically Excluded Assets”); (l) the Leases (including all prepaid royalties and un-recouped minimum royalties thereunder) set forth on Schedule ‎2.02(l) (collectively, the “Excluded Leases”), and the Leased Real Property subject to the Excluded Leases; (m) all right, title and interest of the Sellers and their Affiliates now or hereafter existing, in, to and under all Contracts (including all collective bargaining agreements to which any of the Sellers or any of their Affiliates are bound), other than (i) the Assumed Leases, (i) the Assumed Contracts and (i) any contractual rights included in the Purchased Intellectual Property (collectively, the “Excluded Contracts”) (for the avoidance of doubt, operational permits and licenses are not addressed in this ‎Section 2.02(m)); (n) the Seller Parties Name; (o) subject to ‎Section 5.04(b) and ‎Section 5.04(c), all of the Sellers’ and their Affiliates’ right, title and interest in, to and under any computer programs owned by any of the Sellers or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station whether in source code or Included Proceeds;object code form (and including all related documentation); and (bp) All bank all assets and other depository accounts properties of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties Sellers or any of their Affiliates that are not owned, held or used primarily in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out conduct of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable Business. Notwithstanding anything to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared contrary in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, if any Ancillary asset or property is specifically identified in Sections any of ‎2.01(a) through ‎2.01(v), a corresponding schedule or otherwise (e.g., by reference to the Liquidity Condition in ‎Section 2.01(d)), such asset or property will be deemed for purposes of this Agreement to be used or held for use primarily in the Confidentiality Agreementconduct of the Purchased Business and therefore will be a Purchased Asset.

Excluded Assets. Notwithstanding anything to the foregoingcontrary contained in Section 1.2, the parties expressly understand and agree that the Purchased Assets shall not include include, and neither Seller nor any of its Subsidiaries is hereunder selling, assigning, transferring or conveying to Purchaser any right to or interest in. any of the following assets, properties, rights, contracts and claims, whether tangible or intangible, real, personal or mixed (herein referred to as collectively, the “Excluded Assets”): (a) Any all cash, cash or cash equivalents (including any equivalents, bank deposits, investment accounts, lockboxes certificates of deposit, marketable securities or certificates similar cash items, of depositSeller 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 any of the Seller Parties or Acquired Companies on the Closing Date shall not be Excluded Assets to the extent that they are taken into account when calculating the Estimated Closing Date Cash and the Closing Date Cash and (ii) any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsWorkers’ Compensation Cash Security shall not be taken into account when calculating Estimated Closing Date Cash and the. Closing Date Cash; (b) All bank any data and other depository accounts records (or copies thereof) required to administer the Benefits of the Acquired Company Employees and Business Employees under any Seller Parties or any of their AffiliatesEmployee Benefit Plan; (c) All claimsexcept as provided in Section 1.7, rights any and interests all insurance policies, binders and claims of the Seller Parties or and any of their Affiliates in its Subsidiaries (other than any Acquired Companies) and rights thereunder, including with respect to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to insurance settlement agreements, and the Closing Dateproceeds thereof and all prepaid insurance premiums; (d) Any rightssubject to Section 7.7, claims all of Seller’s right, title and interest in the “▇▇▇▇,”, “Westvaco” and “MeadWestvaco” marks and any name, Trademark, trade dress, internet address, trade name, service ▇▇▇▇ or causes logo, or any derivation of action any of the Seller Parties or any of their Affiliates against third parties relating to the assetsforegoing, properties or operations together with all of the Business arising out of transactions occurring prior to goodwill represented thereby, or pertaining thereto listed on Schedule 1.3(d), together with all patents and invention records listed on Schedule 1.3(d) (collectively, the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing“Excluded IP Assets”); (e) All bonds held, the assets and contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business (other than the Included Proceedsreal property, which is addressed in Section 1.3(i) below) listed on Schedule 1.3(e); (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer any books, records relating and other materials that Seller or any of its Subsidiaries is required by Law to formation or incorporationretain, all Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assetsincluding income tax returns) and any books all “MeadWestvaco” marked sales and records not exclusively relating to the Businesspromotional materials and brochures; (g) All records prepared all claims, defenses, causes of action, choses in connection with action or claims of any kind that are available to or being pursued by Seller or any of its Subsidiaries whether as plaintiff, claimant, counterclaimant or otherwise, to the extent relating to the sale Excluded Assets or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsExcluded Liabilities; (h) The Contracts all assets, business lines, properties, rights, contracts and claims of Seller or any Subsidiary (including any Acquired Company) not Related to the Business, including those listed on Schedule 1.3(h); (i) all real property, including mill facilities, waste disposal facilities, treatment operations and landfills, whether owned or leased, that are listed on Schedule 1.3(i) or that are not currently used or currently intended for future use in the Business, other than (subject to provisions of Section 6.12 with respect to the Timberlands and the provisions of Section 7.11 with respect to the Owned Real Property) any property listed on Schedule 1.2(a)(i), Schedule 1.2(a)(ii), Schedule 1.2(b)(i), Schedule 1.2(b)(ii), Schedule 4.9(a)(i), Schedule 4.9(c) and the Timberlands, whether or not currently used (the “Excluded Real Property”); (j) the Specialty Chemicals and Specialty Papers business as conducted by the Seller Parties 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 their Affiliates listed in credits of or against any Excluded Taxes; and (1) except as set forth on Schedule 3.14 1.3(l), all intercompany receivables, payables, loans and not designated on such Schedule as investments (i) between Seller or any of its Subsidiaries (other than an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their AffiliatesAcquired Company), on the one hand, and Seller or any one or more of their Related Partiesits Subsidiaries (other than an Acquired Company), on the other hand, relating or (ii) required to the Station or the Purchased Assets unless listed be settled in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in accordance with Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement6.5.

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, the Purchased Assets in no event shall not include Sellers be deemed to sell, transfer, assign or convey, and Sellers shall retain all right, title and interest to, in and under only the following assets, properties, interests and rights of Sellers (herein referred to as collectively, the “Excluded Assets”): (a) Any cash any asset of Sellers that otherwise would constitute a Purchased Asset but for the fact that it is sold or cash equivalents (including any marketable securities otherwise disposed of in the Ordinary Course of Business of Sellers and in conformity with the terms and conditions of this Agreement, during the time from the Agreement Date until the Closing Date, or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsPurchaser otherwise agrees to such disposition; (b) All bank all of Seller’s Cash and other depository accounts of the Seller Parties or any of their AffiliatesCash Equivalents; (c) All claimsall trade and non-trade accounts receivable, rights notes receivable and interests negotiable instruments of the Seller Parties or Seller, including any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Dateintercompany Indebtedness; (d) Any rightsAll leases pertaining to railcars; (e) copies of any and all information not relating to the Business that is stored on Sellers’ computer systems, data networks or servers; (f) all agreements and contracts of Sellers other than the Assigned Contracts; (g) all Documents and all personnel records of Sellers’ employees that Sellers is required by Law to retain and is prohibited by Law from providing a copy thereof to Purchaser; (h) all shares of capital stock or other equity interests issued by Sellers or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (i) any avoidance claims or causes of action of under the Seller Parties Bankruptcy Code or applicable Law (including, without limitation, any of their Affiliates against third parties relating to the assetspreference or fraudulent conveyance), properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, and all other claims or causes of action are Current under any other provision of the Bankruptcy Code or applicable laws, solely relating to Excluded Assets; (j) all Claims that Sellers may have against any Person solely with respect to any Excluded Assets or otherwise arise any Excluded Liabilities; (k) Sellers’ rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to Sellers in connection with the transactions contemplated hereby, or any side agreement between Sellers and Purchaser entered into on or after the Agreement Date; (l) all current and prior director and officer insurance policies of the Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (m) the Sellers’ financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks that do not constitute Purchased Assets; (n) the properties and assets set forth on Schedule 1.2(n); and (o) all Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (p) all Pension Plans; (q) excluded inventory as set forth on Schedule 1.2(q); (r) except to the extent set forth on Schedule 1.2(r), any and all claims, prepayments, refunds, rebates, causes of action, rights of recovery, rights of set-off and rights of recoupment relating to or in respect of an Excluded Asset; (s) all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all including returns and refunds of any premiums paid, or other amounts payable due back to the Seller PartiesSellers, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate with respect to the Business prior to the Closing and have not been paid as of the Closingcancelled policies); (et) All bonds heldall Tax assets, contracts tax credits, net of insurance any liability (including all state and federal Tax refunds (or policies of insurance and prepaid insurance with respect the right to such contracts or policies; state and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to federal refunds of Taxes, assessments and similar governmental levies whether claimed or unclaimed) for all taxable periods (other than real and personal property Taxesor portions thereof), assessments and levies imposed on whether ending on, prior to, or after the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesClosing Date; and (ou) Any all of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in respect of or payment due any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementTransferred Employee.

Excluded Assets. Notwithstanding anything to the foregoingcontrary herein, the Purchased Acquired Assets shall do not include any right, title and interest of any Seller in the following (herein referred to as the “Excluded Assets”): (a) Any any cash or and cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSellers; (b) All bank the 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 depository accounts of than the Seller Parties or any of their AffiliatesAcquired ITW Ancillary Agreements, the Assigned Transition Services Rights and Benefits and the Assigned Transitional Trademark License Rights and Benefits, which are Acquired Assets); (c) All claimsthe charter, rights qualifications to conduct business, arrangements with registered agents, taxpayer and interests of the Seller Parties or any of their Affiliates in other identification numbers, seals, minute books and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior other documents relating to the Closing Dateorganization, maintenance, and existence of each Asset Selling Subsidiary as a corporation or limited liability company, as applicable; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties Contract relating to the assetsissuance of securities or governance of any Asset Selling Subsidiary; (e) any Contract to which any Asset Selling Subsidiary is a party that is not disclosed in Schedule 4.11 if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, properties 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 operations of the Business arising out of transactions occurring prior records relating to internal corporate matters, Tax Returns and associated work papers through the Closing Date, and any other Books and Records of any Asset Selling Subsidiary to the extent not related to the Acquired Assets or the Liquid Finishing Business; (g) all books, documents, records and files of any Asset Selling Subsidiary prepared in connection with or relating in any way to the transaction covered by this Agreement or the Ancillary Agreements, including bids received from other parties and analyses relating in any way to the Liquid Finishing Business; (h) reimbursements or refunds owed to any Asset Selling Subsidiary for Taxes for which any Asset Selling Subsidiary is responsible under this Agreement; (i) any Asset Selling Subsidiary’s rights under any policies of insurance purchased by Graco or any Affiliate of Graco, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (j) all assets held with respect to any Asset Selling Subsidiary’s Employee Benefit Plans/Schemes (other than any assets held with respect to any Assumed Benefit Plans/Schemes, which are Acquired Assets); (k) all personnel, payroll, benefits, work authorization, and other associated necessary records related to any Hired Employee that 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 rightsasset, claims property, right, claim, privilege, or causes of action are Current Assets interest is ordered pursuant to the Final Order to be divested by Graco; or otherwise arise (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 Purchased Assets Powder Finishing Business; or Assumed Liabilities (provided ii) relating to, used in, or arising out of the Graco Liquid Finishing Business; (r) any Intellectual Property that the Seller Parties shall retain is not Business Intellectual Property, including, but not limited to: (i) any and all amounts payable Retained Stray ▇▇▇▇▇▇▇▇ Powder IP; (ii) any and all Intellectual Property related to the Seller PartiesPowder Finishing Business, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate except to the Business prior extent that any such Intellectual Property is DeKups Intellectual Property, is set forth on Schedule 1.2(a) or Schedule 1.4 or is ordered pursuant to the Closing Final Order to be divested by Graco; and have not been paid as of (iii) any and all Intellectual Property related to the ClosingGraco Liquid Finishing Business; (s) any asset identified on Schedule 2.2(s); (et) All bonds heldthat certain Consent and Release, contracts of insurance or policies of insurance dated June 6, 2013, by and prepaid insurance with respect to such contracts or policies; among Graco, 3M Company and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates3M Innovative Properties; and (ou) Any the rights of or payment due to any Seller under this Agreement and the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementAgreements.

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the foregoingcontrary, the Purchased Assets shall Seller is not include selling, and the Buyer is not purchasing, any of the following assets of the Seller (herein referred except to as the extent that such assets are assets directly owned by EMS Brazil), all of which shall be retained by the Seller (collectively, the “Excluded Assets”): (a) Any all of the Seller’s cash or and cash equivalents (including any marketable securities or certificates as of deposit) of 11:59 p.m. Atlanta, Georgia time on the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or day immediately prior to the Closing Date; (b) the Seller’s corporate books and records of internal corporate proceedings, Tax Returns, taxpayer and other identification numbers; (c) all rights in the following names and marks and any variation or derivation thereof: “EMS,” “EMS Technologies” and “EMS Wireless”; (d) Any all of the Seller’s bank accounts; (e) all (i) accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller that are not Transferred Assets, and (ii) work papers and books and records relating to the Business that the Seller is required by Law to retain; provided, however, that the Seller shall provide copies of such accounting records, internal reports, work papers and books and records to the extent that they would reasonably be expected to relate primarily to the operation and conduct of the Business following the Closing; (f) any interest in or right to any refund of any Taxes for which the Seller is liable pursuant to this Agreement, except to the extent such refund is treated as a current asset in the calculation of Final Working Capital; (g) any insurance policies and rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetsthereunder; (h) The Contracts of the Seller Parties or their Affiliates listed except as specifically provided in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”Section 5.6, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, assets relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”any Employee Plan; (i) The items designated in Schedule 2.2(i) as “all rights, claims and causes of action to the extent relating to any Excluded Assets”Asset or any Excluded Liability; (j) The Retained Names and Marks;the assets of the Seller listed in Exhibit G; and (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements rights of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of under the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementTransaction Documents.

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, the Purchased Acquired Assets shall not include any of the following (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents each Seller’s rights under this Agreement and the other Transaction Documents (including any marketable securities or the right 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) deposit and other bank deposits, securities, securities entitlements, instruments and other investments of Sellers and all bank accounts and securities accounts, to the extent any of the Seller Parties or any of their Affiliates, other than foregoing are not ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their AffiliatesCash; (c) All claims, rights and interests of all Documents prepared in connection with this Agreement or the Seller Parties transactions contemplated hereby or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior primarily relating to the Closing DateBankruptcy Cases, all minute books, corporate records (such as stock registers) and organizational documents of Sellers and the Retained Subsidiaries, Tax Returns and other Tax work papers (provided that Sellers shall provide Buyer with reasonable access thereto and copies thereof (at Buyer’s cost in the case of copies) to the extent related to the Business, the Acquired Stores, the Acquired Assets or the Transferred Employees), and all other Documents not related to the Business, the Acquired Stores, the Acquired Assets or the Transferred Employees; (d) Any rightsany Contract that is not an Assigned Agreement, claims or causes of action of including the Seller Parties or any of their Affiliates against third parties relating to the assetsContracts listed on Schedule 2.2(d), properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as which Schedule may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)modified in accordance with Section 7.5; (e) All bonds heldany Tax refunds, contracts rebates or credits of insurance Sellers other than refunds of any Property Taxes that are received by or policies of insurance and prepaid insurance credited to Buyer after the Closing Date with respect to such contracts any post-Closing period or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedsthat were paid by Buyer; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns all Claims and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (Proceedings of Sellers other than real and personal property TaxesClaims described in Section 2.1(m), assessments and levies imposed on including, for the Purchased Assets) and any books and records avoidance of doubt, commercial class action claims that do not exclusively relating to affect the continued operation of the Business; (g) All records prepared in connection with or relating to the sale or transfer all funding vehicles and assets of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetsall Employee Benefit Plans; (h) The Contracts of any security deposits or pre-paid expenses (other than the Seller Parties or their Affiliates listed in Schedule 3.14 Prepaid Expenses) paid prior to the Closing Date and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of associated with the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Acquired Assets; (i) The items designated 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 to proceeds thereof (other than as described in Schedule 2.2(i) as “Excluded Assets”Section 2.1(p)); (j) The Retained Names the Financed Equipment and Marksany Inventory or Equipment not described in Sections 2.1(c), 2.1(d) or 2.1(r); (k) All Intellectual Property owned by all Vendor Displays, solely to the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property)extent not assignable; (l) All records 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 documents relating to Excluded Assets 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 to liabilities other than Assumed Liabilities;otherwise constituting IT Assets; and (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsall assets, all properties, rights, interests, and claims of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) every kind and any assets description of any such agreementSellers which (A) are not Acquired Assets, plan (B) are neither used nor held for use in the Business, or arrangement; (nC) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementare described on Schedule 2.2(m).

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, Seller shall retain all of its existing right, title and interest in and to the Purchased following assets, and there shall be excluded from the Transfer to Buyer hereunder, and the Transferred Assets shall not include include, the following (herein referred to as collectively, the “Excluded Assets”): (a) Any all cash or and cash equivalents (including any equivalents, bank accounts, credit cards, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit, treasury bills and other similar items (“Cash”); provided, however, Cash shall not include (i) Accounts Receivable, (ii) any items specifically identified in Section 2.1(j), or (iii) any items specifically included in the final Net Working Capital for purposes of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSection 2.6 hereof; (b) All bank and all rights to any refund of Taxes, deposits for Taxes with any Governmental Entity, or prepaid Taxes, in each case, to the extent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Business or the Transferred Assets, or (y) the other depository accounts of the Seller Parties or any of their AffiliatesExcluded Assets; (c) All claims, all rights in connection with and interests assets of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateBenefit Plans; (d) Any rightsall insurance policies and binders of Seller, claims and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or causes of action of the Seller Parties or any of their Affiliates against third parties relating with respect to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)insurance policies; (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsRetained Names; (f) The all Intellectual Property Rights of Seller Parties’ or their and its Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the BusinessTransferred Intellectual Property; (g) All records prepared in connection with or relating to the sale or transfer of the Stationall Excluded Books and Records, including bids received from others and analyses relating to the Station and the Purchased Assetswherever located; (h) The Contracts of all corporate-wide systems, properties and assets, including management Information Systems and software, computer and communications systems and software and related third-party software, internet protocol address spaces, voicemail, and messaging systems and related Intellectual Property Rights and technology and assets, including the assets that will be utilized by Seller Parties in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or their Affiliates listed in Schedule 3.14 exclusively related to the Business and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of included in the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Transferred Intellectual Property; (i) The items designated in Schedule 2.2(i) as “Excluded all IT Assets of Seller, other than the Transferred IT Assets”; (j) The Retained Names all rights, claims and Markscauses of actions relating to any Excluded Asset or Excluded Liability; (k) All Intellectual Property owned all consideration received by the Seller Parties pursuant to, and all rights of Seller under, this Agreement or any of their Affiliates (other than the Purchased Intellectual Property)Ancillary Agreement; (l) All records all confidential communications between Seller and documents its legal counsel and other advisors arising out of or relating to Excluded Assets the negotiation, execution or delivery of this Agreement or the Transaction (or the sales process relating to liabilities other than Assumed Liabilitiesthe potential sale of the Business), including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto; (m) Other than any asset which is not included as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;a Transferred Asset; and (n) Any intercompany receivables all assets described on Section 2.2(n) of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementDisclosure Letter.

Excluded Assets. Notwithstanding the foregoingPurchaser acknowledges and agrees that it is not acquiring any right, the Purchased Assets shall not include title or interest in, to or under any of the following assets (herein referred to as collectively, the “Excluded Assets”): (a) Any any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or cash equivalents (including similar accounts, and any marketable securities evidence of indebtedness issued or certificates of deposit) of the Seller Parties or guaranteed by any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsGovernmental Authority; (b) All bank and other depository accounts of the Seller Parties or any of their AffiliatesAccounts Receivable; (c) All any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interests of the Seller Parties or any of their Affiliates interest in and to any refunds refund or credit of Taxes (x) relating to the Purchased Assets or fees operation of any nature whatsoever for the Business in each case, relating to taxable periods (or portions portion thereof) ending on or prior to the Closing DateDate or (y) of Seller and the Divesting Entities for any period; (df) Any rights(i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, claims (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or causes of action of the similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller Parties or its Affiliates, and (v) any of their Affiliates against documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out in connection with their proposed acquisition of the Purchased Assets or Assumed Liabilities (provided the Products or that the were prepared by Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as any of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessits Affiliates in connection therewith; (g) All records prepared in connection any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with or relating to the sale or transfer of the Stationrespect thereto, including bids received from others all insurance recoveries thereunder and analyses relating rights to the Station and the Purchased Assetsassert claims with respect to any such insurance recoveries; (h) The Contracts any intellectual property or similar rights of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their its Affiliates, on including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Transferred IP Rights; (i) The items designated subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in Schedule 2.2(i) as “Excluded Assets”each case, other than the Transferred IP Rights; (j) The Retained Names and Marksany real estate owned or leased by Seller or any of its Affiliates; (k) All Intellectual Property owned by the any rights, claims and credits of Seller Parties or any of their its Affiliates (other than relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the Purchased Intellectual Property)extent relating to any Excluded Asset or any Retained Liability; (l) All records all Plans and documents relating to Excluded Assets all employees of Seller, any Divesting Entity or to liabilities other than Assumed Liabilitiesany of their Affiliates; (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsthat certain B▇▇▇ of Sale dated November 29, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) 2019 by and any assets of any such agreement, plan or arrangementbetween Patheon Pharmaceuticals Inc. and Seller; (n) Any intercompany receivables that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and J▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of the Business from the Seller Parties or any of their Affiliatesits Affiliates other than the Purchased Assets; and (op) Any all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of or payment due recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the Seller Parties extent related to any Retained Liabilities or their Affiliates Excluded Assets, including rights to s▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under or pursuant to this Agreementthe License, any Ancillary Agreement or including those claims set forth on Section 2.02(p) of the Confidentiality AgreementDisclosure Schedules.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their AffiliatesSeller, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsStations; (b) All bank and other depository accounts of the Seller Parties or any of their AffiliatesSeller; (ci) Any contract or agreement that, by its terms, terminates or expires (and is not renewed or extended by the Seller) prior to the Closing, and (ii) the Retained Multi-Station Contract Rights; (d) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever whatsoever, including all items of loss, deduction or credit for Tax purposes, in each case, relating to the Business, the Purchased Assets or the Assumed Liabilities for, or applicable to, periods (or portions thereof) ending on or prior to the Closing Date; (de) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities Date (provided that the Seller Parties shall retain including all amounts payable to the Seller PartiesSeller, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and that have not been paid as of the Closing); (ef) All bonds held, contracts of insurance or policies of insurance insurance, and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (fg) The Seller Parties’ or their Affiliates’ Seller’s minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to or necessary for the operation of the Business; (gh) Any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software; (i) All records prepared in connection with or relating to the sale sale, swap or transfer of the StationStations, including bids or offers received from others and analyses relating to the Station Stations and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (ij) The items designated in Schedule 2.2(i2.2(j) as “Excluded Assets”; (jk) The Retained Names and Marks; (kl) All Intellectual Property owned by of the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (lm) All real and personal, tangible and intangible assets of the Seller that are used or held for use in the operation of the Other Seller Stations (including, without limitation, any such assets that are used both in the operation of the Stations and in the operation of the Other Seller Stations); (n) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (mo) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all All capital stock or other equity securities of the pension, profit sharing, welfare Seller or its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; (p) All of the employee benefit agreements, plans or arrangements of sponsored or maintained by the Seller Parties or their its Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (nq) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesSeller; (r) All accounts receivable outstanding at the Cutoff Time generated by the Business prior to the Closing (“Seller’s A/R”); and (os) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementother agreements with the Buyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding the foregoingSeller shall retain its right, the Purchased Assets shall not include title and interest in and to solely the following assets (herein referred to as collectively, the “Excluded Assets”): (ai) Any all Contracts and other assets set forth in Section 1.1(b)(i) of the Disclosure Schedule; (ii) all cash or and cash equivalents of Seller (including any marketable securities or certificates of deposit); (iii) all bank accounts other than those described in Section 1.1(a)(xvi); (iv) all prepaid Taxes and other Tax assets; (v) Seller’s leasehold or other rights to the Leased Real Properties, including any security deposits related thereto; (vi) all Legal Proceedings, causes of action, choses in action, rights of recovery, rights under all warranties, representations, indemnities, and guarantees made by any third party in favor of Seller, in each case, solely to the extent resulting in monetary recovery for any pre-Closing occurrence or omission which monetary recovery does not constitute a “make whole” payment for any diminution in value of any Purchased Asset which is not reflected in the Financial Statements; (vii) in the event any Contract of Seller that is required to be disclosed in Section 2.12(a) of the Seller Parties or any of their AffiliatesDisclosure Schedule is not so disclosed, other than ▇▇▇▇▇ cash held and is identified, Purchaser may at its sole discretion elect to exclude such Contract from the Station or Included ProceedsPurchased Assets, and such Contract shall thereupon be deemed an Excluded Asset; (bviii) All bank all Books and Records prepared in connection with this Agreement or the Transactions, and original minute books, Governing Documents (subject to Section 4.14), corporate seals, stock ledgers and all of Seller’s Tax Returns (and any work papers related thereto), taxpayer and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claimsidentification numbers, and rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes related to any period, or fees of any nature whatsoever for periods (portion thereof, ending on or portions thereof) ending prior to the Closing Date or paid on or prior to the Closing Date; (dix) Any rightsall assets sold or otherwise disposed of during the period from the date hereof until the Effective Time in accordance with the terms herewith; (x) all Employee Benefit Plans and assets thereof, claims employee handbooks, employment agreements and all personnel records required by Law to be retained by Seller; (xi) all insurance policies owned by or causes of action of the Seller Parties or any of their Affiliates against third parties relating issued to the assetsSeller; provided, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except that to the extent that the right to recover under any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that policy and benefits with respect thereto relate to the Business prior pre-Closing diminution in the value of any Purchased Asset which diminution is not reflected on the Financial Statements or otherwise reflected in the Final Closing Net Working Capital, such right to the Closing recover and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance benefits with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the thereto shall be Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (oxii) Any the rights of or payment due Seller under this Agreement and the other Transaction Documents. Copies of all documents, agreements and other information related to the Seller Parties or their Affiliates under or pursuant Excluded Assets shall be provided prior to this Agreement, any Ancillary Agreement or the Confidentiality AgreementClosing to Purchaser.

Excluded Assets. Notwithstanding the foregoing, the Purchased The Acquired Assets shall not include any of the following assets, properties and rights of Transferor, all of which shall be deemed retained by Transferor (herein referred to as the “Excluded Assets”): (a) Any all cash or and cash equivalents (including any and marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliatessecurities, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsthose specified in Sections 2.01(a) and 2.01(b); (b) All bank and other depository accounts the Letter of Credit Collateral (but subject to the Seller Parties or any obligation with regard to the Letter of their AffiliatesCredit Collateral specified in Section 8.08); (c) All claimsall minute books, stock records and corporate seals of Transferor; (i) the right to be reimbursed for any Advances made by the Transferor prior to the Closing Date, (ii) those loans receivables that are being held for investment rather than being held for sale to the Agencies, which are listed in Schedule 2.02(d)(ii), (iii) all Servicing Rights and all rights to receive Servicing Fees with respect to Mortgage Loans that have been foreclosed or have been assigned to special asset management, or its equivalent, of any Agency prior to the Closing Date, which are listed on Schedule 2.02(d)(iii), or are moved into that category between the date of this Agreement and interests 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 Seller Parties number of days in the period in which the fees relate that are before or after the Closing Date (with any of their Affiliates in and sums that are paid to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending Acquiror on or prior after the Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to Transferor); (e) other than those described in Section 2.01(q) and subject to Section 2.01(o), all insurance policies and rights thereunder, including all insurance proceeds that Transferors have a right to receive as of the Closing Date; (df) Any rights, claims originals or causes copies of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing Books and have not been paid Records existing as of the Closing); (e) All bonds heldClosing Date that Transferor is required by Law to retain in its possession, contracts or that Transferor reasonably determines it may need in connection with the preparation or audits of insurance Tax Returns, the preparation of financial statements, the conduct of litigation or policies of insurance and prepaid insurance with respect to such contracts involvement in governmental investigations, or policies; and all insurance claims and proceeds thereunder including relating for other purposes related to the Purchased Assets ongoing activities of Transferor or its Affiliates (so long as the Business other than 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 Included Proceeds; (f) The Seller Parties’ originals or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businesscomplete copies thereof; (g) All records prepared in connection with or relating all claims for and rights to refunds of Taxes that relate to periods ending prior to the sale Closing Date or transfer the conduct of the Station, including bids received from others and analyses relating Business prior to the Station and the Purchased AssetsClosing Date; (h) The Contracts of the Seller Parties or their Affiliates listed all rights in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”connection with, and any Contracts between or among any one or more of the Seller Parties or their Affiliatesassets of, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Benefit Plans; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”all rights of Transferor under this Agreement and the Transaction Documents; (j) The all claims of Transferor against Third Parties relating to Retained Names and Marks;Liabilities; and (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pensionContracts, profit sharingassets, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) rights and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementclaims described in Schedule 2.02(k).

Excluded Assets. Notwithstanding the foregoingprovisions of Section 2.1, the Purchased Acquired Assets shall do not include any of Seller’s right, title and interest in and to the following (herein referred to as the “Excluded Assets”): (a) Any cash or and cash equivalents of Seller (including but not, for the avoidance of doubt, the Rimage Sub Cash) and any marketable securities or certificates bank accounts of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank and other depository accounts the Benefit Plans of Seller, except for those included in the Seller Parties or any of their AffiliatesAcquired Contracts; (c) All claimsthe Insurance Policies; (d) the corporate charter, rights qualifications to conduct business, arrangements with registered agents, taxpayer and interests other identification numbers, seals, minute books and other documents relating to the organization, maintenance, and existence of Seller as an entity; (e) any contract or agreement related to the governance of the Seller; (f) all books, records, ledgers, files, documents, correspondence required for Seller Parties to comply with the Legal Requirements of a public company, whether stored electronically or any otherwise; (g) the contracts, agreements, commitments and other arrangements set forth on Schedule 2.2(g) (the “Excluded Contracts”); (h) the equity interests and assets of their Affiliates in the Retained Subsidiaries; (i) all books or records relating to internal corporate matters, Tax Returns and to any refunds associated work papers of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to Seller through the Closing Date; (dj) Any rights, claims or causes of action any of the rights of Seller Parties or under any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and MarksTransaction Document; (k) All Intellectual Property owned by all claims, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (i) from any Excluded Asset or (ii) arising out of any Excluded Liability (including any Taxes for which Seller is responsible under this Agreement to the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Propertyextent such Taxes are an Excluded Liability); (l) All all confidential, business records and documents relating other business information primarily related to Excluded Assets or to liabilities other than Assumed Liabilitiesthe Retained Business; (m) Other than all telephone numbers (including cellular telephone numbers), fax numbers, e-mail addresses assigned to employees of Seller that are not Hired Employees or leased employees under Section 6.11, as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementapplicable; (n) Any intercompany receivables the tangible personal property (such as computers, furniture and other related items) assigned by Seller to be used by employees of Seller that are not Hired Employees or leased employees under Section 6.11, as applicable; (o) all personnel, payroll, benefits, work authorization, and other associated necessary records related to any Hired Employee that Seller or a Retained Subsidiary is not legally permitted to transfer to Buyer; (p) the Business from Signal Intellectual Property; (q) the Seller Parties ▇▇▇▇.▇▇▇ domain name and website, @Qumu twitter account, Qumu facebook, Qumu LinkedIn, Qumu Blog and Qumu Google+ and similar social media sites; (r) except for the assets set forth on Schedule 2.1, any assets, properties or any rights of their Affiliatesevery kind or nature that are primarily used or held for use in connection with the Retained Business; and (os) Any rights the assets listed on Schedule 2.2(s). At Closing, the Acquired Subsidiaries will transfer to Seller, or such entity as directed by Seller, the assets and agreements of or payment due to the Seller Parties or their Affiliates under or pursuant to Acquired Subsidiaries set forth on Schedule 2.2(t) and such assets and agreements will be deemed Excluded Assets for purposes of this Agreement. For avoidance of doubt, any Ancillary Agreement or cash and cash equivalents held by Rimage RIT and Rimage Singapore in an amount up to $269,868 will remain in Rimage RIT and Rimage Singapore, collectively, an amount of $325,000 will remain in Qumu Europe and an amount of $75,000 will remain in Rimage Japan, provided, however, that immediately prior to Closing, each of Qumu Europe and Rimage Japan shall distribute cash and cash equivalents held by such entity in excess of the Confidentiality respective amounts set forth above to Seller and such cash and cash equivalents so distributed will be deemed Excluded Assets (and not Rimage Sub Cash) for purposes of this Agreement.

Excluded Assets. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, the Purchased Assets shall will not include any assets of the Seller or its subsidiaries not identified in Section 1.2 and shall explicitly exclude, without limitation, the following assets, properties and rights of the Seller and its subsidiaries (herein referred to as collectively, the “"Excluded Assets”"): (a) Any cash except as otherwise provided in Section 5.12, all ownership and other rights with respect to the Seller Benefit Plans (as hereinafter defined), contracts with current or cash equivalents (including any marketable securities or certificates of deposit) former employees of the Seller Parties or any its subsidiaries, and all claims and other rights to one or more refunds, recoveries or other payments of their Affiliates, workers' compensation related or group health plan related funds or other than ▇▇▇▇▇ cash held at the Station or Included Proceedsassets; (b) All bank and other depository accounts any permit, approval, license, qualification, registration, certification, authorization or similar right that by its terms is not transferable to the Purchaser as indicated in Section 3.26 of the Seller Parties or any of their AffiliatesDisclosure Letter as not being transferable; (c) All claims, rights any accounts receivable from an Affiliate (as hereinafter defined) and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Datecollateral associated therewith; (d) Any rightsthe charter documents, claims or causes minute books, stock ledgers, tax returns, books of action account and other constituent records relating to the corporate organization of the Seller Parties or any of their Affiliates against third parties relating to the assetsand its subsidiaries, properties or operations of the Business arising out of transactions occurring prior to the Closing Dateother than Phoenix International New York, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Inc.; (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating the rights that accrue to the Purchased Assets Seller and its subsidiaries under this Agreement, the Seller Ancillary Documents (as hereinafter defined), the Purchaser Ancillary Documents (as hereinafter defined) or any of the Business other than the Included Proceedstransactions contemplated in writing by such documents; (f) The the contracts identified in Section 1.3(f) of the Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the BusinessDisclosure Letter; (g) All records prepared in connection with or relating to the sale or transfer all of the Stationproperties and assets which shall have been transferred or disposed of by the Seller, including bids received from others and analyses relating its subsidiaries or any Affiliate of the Seller or its subsidiaries prior to Closing which transfers or dispositions have been approved with the Station and the Purchased AssetsPurchaser's prior written consent; (h) The Contracts all of the Seller Parties or their Affiliates listed in Schedule 3.14 assets, properties and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, rights primarily relating to the Station or the Purchased Assets unless listed in Schedule 3.14 arising out of any Excluded Liabilities (as an “Assumed Contract”hereinafter defined); (i) The items designated in Schedule 2.2(i) as “Excluded Assets”the rights to any of Seller's claims for federal, state or local tax refunds; (j) The Retained Names the artwork and Markspersonal computer equipment set forth in Section 1.3(j) of the Seller Disclosure Letter; (k) All Intellectual Property owned by the Seller Parties or rights to any of their Affiliates Seller's claims (other than with respect to claims arising out of the Purchased Intellectual PropertyPurchaser'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) All records and documents relating to Excluded Assets the stock or to liabilities equity interests of any subsidiary of the Seller, other than Assumed Liabilities;with respect to Phoenix International New York, Inc.; and (m) Other than as set forth in Section 6.2 the assets, properties and rights of the Seller with respect to flexible spending accounts, its non-trade finance operations in New Zealand all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements which are identified in Section 1.3(m) of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementDisclosure Letter.

Excluded Assets. Notwithstanding anything to the foregoingcontrary contained herein, the Purchased Station Assets shall not include the following assets or any rights, title and interest therein (herein referred to as the “Excluded Assets”): (a) Any all cash or and cash equivalents (of Seller, including any marketable securities or without limitation certificates of deposit) of the Seller Parties , commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsinvestments; (b) All bank all tangible and other depository accounts intangible personal property of Seller retired or disposed of between the Seller Parties or any date of their Affiliatesthis Agreement and Closing in accordance with Article 4; (c) All claims, rights and interests of the Seller Parties all Station Contracts that are terminated or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or expire prior to the Closing Datein accordance with Article 4; (d) Any rights, claims or causes of action Seller’s corporate and trade names unrelated to the operation of the Seller Parties Stations (including the name “Emmis”), charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller; (g) the Stations’ accounts receivable and any other rights to payment of their Affiliates cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or not offset) for goods or services provided prior to the Effective Time (defined below) or commencement of the LMA (defined below), as applicable (the “A/R”); (h) any computer software and programs used in the operation of the Stations that are not transferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties relating with respect to the assetsStations and the Station Assets, properties to the extent arising during or operations of the Business arising out of transactions occurring attributable to any period prior to the Closing DateEffective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marksreceives a credit therefor under Section 1.7; (k) All Intellectual Property owned by the all claims of Seller Parties or with respect to any of their Affiliates (other than the Purchased Intellectual Property)tax refunds; (l) All records computers and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities;assets located at the Emmis Communications Corporation headquarters, and the centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of multiple stations; and (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsthe assets listed on Schedule 1.2, all of and the pensionslogan “Great Media, profit sharingGreat People, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementGreat Service.”

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, there shall be excluded from the sale, conveyance, assignment or transfer from the Asset Sellers to Buyers hereunder, and the Purchased Assets shall not include include, the following assets (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or and cash equivalents (of any Asset Seller, including any marketable investment securities or certificates and other short- and medium-term investments of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsAsset Seller; (b) All bank all trade accounts receivable and other depository rights to payment from customers of any Asset Seller and the full benefit of any all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of any Asset Seller; all other accounts or notes receivable of any Asset Seller and the full benefit of all security for such accounts or notes; and any claim, remedy or other right related to any of the Seller Parties or any of their Affiliatesforegoing (“Accounts Receivable”); (c) All claimsreal property owned by any Asset Seller, rights and interests of including the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior real property relating to the Closing DateAltoona Facility; (d) Any rights, claims or causes any real property lease rights of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing DateAsset Seller, except to for the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of Plant B Lease and the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Georgia Lease; (e) All bonds held, contracts of insurance Contracts to which any Asset Seller is party or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to bound that are not Assigned Contracts (the Purchased Assets or the Business other than the Included Proceeds“Excluded Contracts”); (f) The the rights that accrue or will accrue to any Asset Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on under the Purchased Assets) and any books and records not exclusively relating to the BusinessTransaction Documents; (g) All records prepared in connection with or relating to the sale or transfer all refunds of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsTaxes of any Asset Seller; (h) The Contracts all Tax Returns (and related work papers and work product) of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Asset Seller; (i) The items designated the Seller Trademarks not assigned in Schedule 2.2(i) as “Excluded Assets”connection herewith; (j) The Retained Names all Seller Benefit Plans and Marksany funds held in trust in connection with such Seller Benefit Plans; (k) All Intellectual Property owned by the any rights or benefits pursuant to any insurance policies of any Asset Seller Parties (whether intercompany, self-insurance or any of their Affiliates (other than the Purchased Intellectual Propertyotherwise); (l) All records any causes of action, lawsuits, judgments, claims and documents relating demands of any nature of any Asset Seller that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets Assets, whether arising by way of counterclaim or to liabilities other than Assumed Liabilitiesotherwise; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets Permits of any such agreementAsset Seller, plan or arrangementincluding Environmental Permits, not specifically assigned in connection herewith; (n) Any intercompany receivables all Excluded Plant A Inventory as of the Business from Closing; (o) the Asset Seller Parties or any of their AffiliatesCorporate Books; (p) the Excluded UPC Codes; and (oq) Any rights of any other asset owned, leased or payment due to licensed by any Asset Seller that is not included in the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementPurchased Assets.

Excluded Assets. Notwithstanding any provision of this Agreement to the foregoingcontrary, the Purchased Owned Assets shall not include any of the following (herein referred to as collectively, the “Excluded Assets”"EXCLUDED ASSETS"): (a) Any and all cash, bank deposits and other cash or cash equivalents (including any marketable securities or equivalents, certificates of deposit) deposits, marketable securities, cash deposits made by or on behalf of the Seller Parties Facility Owners to secure contract obligations (except to the extent included under Section 2.1(b)(iii) or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds;Sunrise receives a credit therefor under Section 2.5). (b) All bank Any and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, all rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of SDI, SALII or the Seller Parties Facility Owners or any of their Affiliates against third parties relating (including, without limitation, for indemnification) with respect to, or which are made under or pursuant to the assetsOwned Assets or the Excluded Assets, properties or operations of the Business arising out of transactions occurring and which arose prior to the Closing Datedate of Closing, except it being specifically agreed that Sunrise shall be responsible for all costs and expenses (including attorney's fees) incurred in connection with the prosecution of such claims or causes of action; provided, however, Owned Assets shall include rights in and to the extent that any such rights, claims or causes of action to the extent they are Current Assets in the nature of enforcing a guaranty, warranty or otherwise arise out a contract obligation to complete improvements, make repairs or deliver services to any of the Purchased Assets Facilities. (c) All prepaid expenses (and rights arising therefrom or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable related thereto) except to the Seller Parties, if any, from extent taken into account in determining the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing);adjustment amount under Section 2.5. (d) Intentionally deleted (e) All bonds held, contracts of insurance or policies of insurance insurance, all coverages and prepaid insurance (subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from any refunds due with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating premium payments to the Purchased Assets or extent they relate to such insurance policies. After the Business other than Closing, the Included Proceeds;placement of insurance shall be governed by the Management Agreement. (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and All tangible personal property Taxes, assessments disposed of or consumed at or in connection with the First Closing Facilities between the date hereof and levies imposed on the Purchased AssetsFirst Closing Date (and in connection with the Future Closing Facilities between the date hereof and the Future Closing Date) in accordance with the terms and any books and records not exclusively relating to the Business;provisions of this Agreement. (g) All records prepared To the extent now or hereafter held by or issued in connection with the name of SDI, SALII, SDI, Manager or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual PropertyFacility Owners) and not transferable or assignable under applicable law, all Licenses (and any renewals, extensions, amendments or modifications thereof); (l) All records , provided, however, that SDI and documents relating SALII shall, and shall cause Manager and the Affiliates of SALII and Manager, to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than fulfill their obligations as set forth in Section 6.2 6.12 to have such Licenses transferred or reissued in the names of the appropriate Facility Owner, or such other party as Investor may direct. (h) Any and all rights of SALI, or any of its Affiliates with respect to flexible spending accountsthe use of (i) all trade names, all trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software or other proprietary material, process, trade secret or trade right used by SALI or its Affiliates in the operation of the pensionFacilities, profit sharing(ii) all registrations, welfare or employee benefit agreements, plans or arrangements applications and licenses for any of the Seller Parties foregoing, and (iii) any additional such items acquired or used by SALI or its Affiliates in connection with the operation of the Facilities between the date hereof and the First Closing Date (collectively, the "INTELLECTUAL PROPERTY"), provided, however, that Investors or their Affiliates shall have the right to use the Intellectual Property in connection with the operation of the Facilities for so long as the Management Agreements with Manager govern operation of the Facilities. (includingi) All corporate minute books, without limitationcorporate seals, all Employee Plansstock transfer records and other corporate records (except to the extent such records pertain primarily to or are used primarily in the operation of the Facilities) and any assets of any such agreement, plan or arrangement;records relating to Excluded Assets and to liabilities other than the Assumed Obligations. (nj) Any intercompany receivables Personal property of all officers or employees of Sunrise located in their respective personal offices at the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementFacilities.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following properties, assets and rights (herein referred to as 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 all cash or and cash equivalents (including of Sellers, but excluding any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedssecurity deposits; (bii) All bank all ownership interests in each Seller and other depository accounts of the Seller Parties or any of their AffiliatesDSI’s ownership interest in Strategic; (ciii) All claimseach Sellers’ articles of incorporation, bylaws, memorandum of association or articles of association, as applicable (collectively, “Organizational Documents”), qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, statutory books and registers, and other documents relating solely to the organization, maintenance and existence of each Seller as a corporation or company limited by shares, as applicable; (iv) other than VAT receivables, claims for and rights to receive Tax refunds with respect to Tax periods (or portions thereof) ending on or prior to the Closing Date to the extent such Taxes were paid by Sellers, and interests of the Seller Parties or any of their Affiliates in and Tax Returns with respect to any refunds of Taxes or fees of any nature whatsoever for Tax periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; (dv) Any rightsreceivables owed to Sellers from Shareholders, claims directors, officers, employees, consultants or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Affiliates; (evi) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; the Purchase Price and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates Sellers under or pursuant to this AgreementAgreement and the Ancillary Agreements; (vii) insurance policies owned or maintained by Seller and claims thereunder, including insurance policies on the lives of any Ancillary Agreement Shareholders, and the cash surrender values and prepaid premiums with respect to such policies; (viii) the Employee Plans and all assets and contracts related thereto, and all assets held with respect thereto; and (ix) all other assets and properties of Seller specifically listed or the Confidentiality Agreementdescribed on Schedule 2.1(c)(ix).

Excluded Assets. Notwithstanding the foregoingSection 1.1, the Purchased Assets Seller shall retain Seller’s right, title and interest in and to any assets which are not Assets, which shall include but not be limited to the following assets (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates and all assets relating to the operation of deposit) either of the Seller’s Array Business or Lumificient, including but not limited to any capital stock and other equity interests owned by the Seller Parties in Lumificient or any other subsidiary or affiliate of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank all cash and other depository accounts of the Seller Parties or any of their Affiliatescash equivalents; (c) All claimsall real property, leaseholds and subleaseholds therein, improvements, fixtures and fittings thereon, and easements, rights-of-way and other appurtenances thereto (such as appurtenant rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Datepublic streets); (d) Any rights, claims or causes of action all rights of the Seller Parties or under any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action Contracts which are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Included Contracts; (e) All bonds heldall right, contracts title and interest of insurance the Seller in and to prepaid Taxes of the Seller, and any claims for any refund, rebate or policies of insurance and prepaid insurance abatement with respect to such contracts Taxes of the Seller for any period or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedsportion thereof; (f) The Seller Parties’ or their Affiliates’ Seller’s minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments corporate seal and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessitems; (g) All records prepared any Retained Inventory (as defined in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsSection 2.5 below); (h) The Contracts all rights to or claims for refunds, overpayments or rebates of the Seller Parties any kind relating solely to any Excluded Asset or their Affiliates listed in Schedule 3.14 Excluded Liability, and not designated on such Schedule as an “in any way related to any Asset or any Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Liability; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”;the rights of Seller under this Agreement and the other Transaction Documents; and (j) The Retained Names causes of action, lawsuits, claims, demands, and Marks; (k) All Intellectual Property owned by the Seller Parties or rights of recovery and set-off with respect to any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementExcluded Liability.

Excluded Assets. Notwithstanding the foregoingEach Seller excepts, the Purchased Assets shall not include reserves, and retains to itself all of its right, title and interest in and to the following properties and assets (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates all corporate, financial, legal, and tax records of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedssuch Seller; (b) All bank all deposits, cash, checks in process of collection, cash equivalents, and other depository accounts of funds attributable to the Seller Parties or any of their AffiliatesAssets for the period prior to the Effective Time; (c) All claimsall rights, rights interests, and interests claims that such Seller may have under any policy of the Seller Parties insurance or indemnity, surety bond or any of their Affiliates in and insurance or condemnation proceeds or recoveries from any Third Party relating to any refunds of Taxes property damage or fees of any nature whatsoever for periods (or portions thereof) ending on or casualty loss affecting the Assets occurring prior to the Closing DateEffective Time; (d) Any rightsall claims, claims whether in contract, in tort, or causes arising by operation of action law, and whether asserted or unasserted as of the Closing Date (as defined in Section 10.01), that such Seller Parties may have against any person or that any of their Affiliates Third Party may have against third parties relating to the assets, properties or operations of the Business Seller arising out of transactions occurring acts, omissions, or events, or injury to or death of persons or loss or destruction of or damage to property, relating in any way to the Assets that occurred prior to the Closing DateEffective Time, except including but not limited to the extent those listed on Schedule 5.06(a); provided, however, that any no such rightsclaim may be settled, claims or causes of action are Current Assets compromised, or otherwise arise out resolved in a manner that results in an obligation borne by Buyer or the Assets on and after the Effective Time without the prior written consent of the Purchased Assets Buyer, which shall not be unreasonably withheld or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)delayed; (e) All bonds held, all exchange traded futures contracts and over-the-counter derivative contracts of insurance or policies such Seller as to which such Seller has an open position as of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsEffective Time; (f) The Seller Parties’ any and all rights to use such Seller’s names, marks, trade dress or their Affiliates’ minute booksinsignia, stock transfer books, records relating or to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on use the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer name of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”Seller, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pensionsuch Seller’s intellectual property, profit sharingincluding, welfare without limitation, proprietary or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates licensed computer software; patents; trade secrets; copyrights; geological and geophysical information and data (including, without limitation, all Employee Plansconventional 2-D and 3-D seismic data) licensed from a Third Party not transferable without the consent of or payment to such Third Party and any assets the necessary consents to transfer are not obtained pursuant to Section 3.07(a), and such Seller’s proprietary interpretations of any such agreement, plan information or arrangementdata; economic analyses; and pricing forecasts; (ng) Any intercompany receivables all amounts due by or payable to such Seller as adjustments to insurance premiums related to the Assets for periods prior to the Effective Time; (h) all claims of such Seller for any Tax refunds and loss carry-forwards and carry-backs with respect to any Taxes relating to the Assets for periods prior to the Effective Time (determined in accordance with Section 9.02); (i) all audit rights and obligations and all amounts due by or payable to such Seller as refunds, adjustments, or settlements of disputes arising under the Assets or Contracts for periods prior to the Effective Time; (j) all vehicles and all inventories of pipe, equipment and other personal property not located on the Lands or used in connection with the Subject Interests or with the production, treatment, sale, or disposal of Hydrocarbons, byproducts or waste produced therefrom or attributable thereto; (k) all other interests, rights, property, and assets of such Seller not located on or used in connection with the Assets and not included in the definition of the Business from the Seller Parties or any of their AffiliatesAssets; and (ol) Any rights the assets of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.Sellers more specifically described in Exhibit C.

Excluded Assets. Notwithstanding the foregoinggenerality of Section 2.01, the Purchased following assets are not a part of the Transaction and are excluded from the Assets shall not include the following (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents all Cash (including any marketable securities or certificates the Purchase Price), bank accounts and Equity of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSellers; (b) All bank the corporate seal, minute books, Equity records and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties documents relating to the assets, properties corporate or operations other legal organization of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporationSeller, Tax Returns (including all related schedules, records, files and related other documents and supporting work papers and any all other records required by applicable Legal Requirements to be maintained to support such Tax Returns), and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and Tax records of any books and records not exclusively Seller or relating to the Business; (gc) All the original of any books and records prepared in connection with that Sellers are required by applicable Legal Requirement to retain, so long as Sellers deliver at least one copy thereof to Buyer; (d) all Tax assets (including duty and Tax refunds, repayments and prepayments) of or relating to any Seller (or any Affiliate or other equity owner of any Seller); (e) all Employee Benefit Plans and assets therein; (f) all insurance policies maintained by any Seller, and the sale or transfer rights to receive payments thereunder (other than insurance claims under the AR Insurance); (g) the rights of any Seller under the Station, including bids received from others and analyses relating legally non‑transferable Permits applicable to the Station and the Purchased AssetsBusiness set forth in Schedule 2.02(g); (h) The Contracts all rights of any Seller in any Proceeding to which it is a party as of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Closing; (i) The items designated in Schedule 2.2(iany Claims, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, against third parties that (i) as “Excluded Assets”relate exclusively to events and activities before Closing, and (ii) have no impact on the value or operation of the Assets or the Business; (j) The Retained Names and Marksall rights of any Seller in any Contracts that are not Assumed Contracts, including the Excluded Real Property Leases; (k) All Intellectual Property owned by any of the Seller Parties rights or consideration that will accrue to any of the Sellers under this Agreement or any of their Affiliates (the other than documents contemplated by this Agreement, including the Purchased Intellectual Property)consideration paid to ISA for the benefit of all Sellers pursuant to this Agreement; (l) All records and documents any attorney-client privileged materials of Sellers relating to Excluded the Transactions (for the avoidance of doubt, the Assets or shall include attorney-client privileged materials generally relating to liabilities other than the Assumed Liabilities, but shall not include any attorney-client privileged materials relating to negotiations between Sellers and Buyer relating to the Assumed Liabilities or the allocation thereof in connection with the Transactions); (m) Other than as those accounts and notes receivable of Sellers set forth in Section 6.2 with respect to flexible spending accounts, all of on Schedule 2.02(m) (the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;“Excluded AR”); and (n) Any intercompany receivables any other assets listed in Schedule 2.02(n) or otherwise excluded by mutual written agreement of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementParties.

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, there shall be excluded from the Purchased sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) Any all (i) cash or and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (including any marketable ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities or certificates of depositand other short- and medium-term investments, but excluding (A) of the Seller Parties or any of their Affiliates, escrow monies and funds held in trust (other than ▇▇▇▇▇ cash funds held at in trust in connection with Seller Plans), (B) security deposits in the Station possession of landlords, utility companies or Included ProceedsGovernmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) All bank all refunds of Taxes of Seller and other depository accounts of the Seller Parties or any of their AffiliatesSelling Subsidiaries; (c) All claims, rights all Tax Returns of Seller and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateSelling Subsidiaries; (d) Any rightsexcept as expressly provided in Section 5.4, claims or causes of action of the all Seller Parties or Plans and any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any funds held in trust in connection with such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Plans; (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsSeller Trademarks; (f) The the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on of the Purchased AssetsSelling Subsidiaries listed in Section 2.2(f) and any books and records not exclusively relating to of the BusinessSeller Disclosure Letter; (g) All records prepared in connection with any rights or relating benefits pursuant to the sale any insurance policies of Seller or transfer any of the StationSelling Subsidiaries (intercompany, including bids received from others and analyses relating to the Station and the Purchased Assetsself-insurance or otherwise); (h) The Contracts any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Seller Parties Excluded Assets, whether arising by way of counterclaim or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”otherwise; (i) The items designated in Schedule 2.2(iany governmental licenses, permits and approvals, including Environmental Permits, that (i) as “Excluded Assets”do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) The Retained Names any Books and Marks; Records (ki) All Intellectual Property owned by to the extent they relate to the businesses of Seller Parties or any of their its Affiliates (other than the Purchased Intellectual PropertyBusiness); , (lii) All records that Seller and documents relating its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesAssets; and (ok) Any any other assets and rights listed in Section 2.2(k) of or payment due to the Seller Parties Disclosure Letter. To the extent any Excluded Asset is owned, leased or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement licensed by an Acquired Company or the Confidentiality AgreementSatair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything to the foregoingcontrary set forth herein, the Purchased Assets shall not include the following assets, properties and rights of the Sellers (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of all ownership and other rights with respect to the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsBenefit Plans; (b) All bank any License that by its terms is not transferable to the Purchaser, including those indicated on Schedule 4.24 as not being transferable; (c) any receivables (i) from either Seller or any Affiliate of either Seller or (ii) relating to the JWWTP; (d) the charter documents of the Sellers and the minute books, stock ledgers, Tax Returns, books of account and other depository constituent records relating to the corporate or other organization of the Sellers; (e) the rights that accrue to the Sellers hereunder; (f) except as relating to the Deposits, any prepaid insurance, cash, cash equivalents or marketable securities and all rights to any bank accounts of the Seller Parties Sellers; (g) all trademarks, tradenames, service marks, service names and logos referencing the names of the Sellers or any of their Affiliates; (ch) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the all assets, properties properties, goodwill and rights used in or associated with any business or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business Sellers other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (gi) All records prepared in connection with or all books, records, files and data to the extent relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station Excluded Assets or the Purchased Assets unless listed in Schedule 3.14 as an Retained Liabilities (collectively, the “Assumed ContractRetained Books and Records”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”); (j) The Retained Names all rights to causes of action, lawsuits, judgments, claims and Marksdemands of any nature available to or being pursued by either Seller against any Person or Persons, including the Person or Persons that caused or is otherwise responsible for the damage to the BFG Dock Facilities existing prior to the Closing; (k) All Intellectual Property owned all rights to claims for insurance (i) in respect of the damage to the BFG Dock Facilities existing prior to the Closing, (ii) in respect of damage caused by the Seller Parties or any of their Affiliates Hurricane Rit▇ ▇▇ (other than the Purchased Intellectual Property)iii) otherwise, except as provided for in Section 6.13; (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiesany asset specifically identified on Schedule 2.3(l); (m) Other than as set forth all assets and rights (including easement, lease-hold, access and other rights and interests) retained by the Sellers in Section 6.2 with respect to flexible spending accountsany Commercial Agreement, all of the pensionBil▇ ▇▇ Sale, profit sharing, welfare the Assignment and Assumption Agreement or employee benefit agreements, plans other deeds or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementconveyancing instruments; (n) Any intercompany receivables all of the Business from properties and assets that shall have been transferred or disposed of by either Seller or any Affiliate of either Seller prior to the Closing not in violation of this Agreement; (o) the Excluded Software License Agreements, the Excluded Information Technology Hardware, and the Seller Parties or Proprietary Software; (p) the Seller Retained Easements; (q) all of the Sellers’ rights and any of their Affiliates; ’ rights under the Texaco Agreement; (r) the Excluded Computer Data and (os) Any all rights in respect of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementdeferred Tax assets.

Excluded Assets. Notwithstanding Those assets of the foregoingSeller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by the Purchased Assets shall not include the following Seller Entities (herein referred to as collectively, the “Excluded Assets”):) and shall not be conveyed to the Buyer Entities: (a) Any cash or cash, cash equivalents (including any and marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than (except ▇▇▇▇▇ cash held at the Station or Included Proceedscash); (b) All bank board-designated, restricted and other depository accounts of the Seller Parties trustee-held or any of their Affiliatesescrowed funds (such as funded depreciation, debt service reserves, working capital trust assets, and assets and investments restricted as to use) and accrued earnings thereon; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate Entities in respect of third party payors pursuant to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates 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 Employee Planspayments for periods prior to the Effective Time related to all Medicaid supplemental reimbursement programs (including but not limited to Appendices 14 and 17, Medical Assistance Stability, the State Direct Payment (SDP) program (including final reconciliations of a program year), Disproportionate Share (DSH), the Hospital Quality Incentive Program (HQIP), OB/NICU, Uncompensated Care and any assets Extraordinary Expense Programs under the Tobacco Settlement Act of any 2001, Medical Education, and Small Hospital / Sole Community Hospital (SCH)), and all appeals and appeal rights of the Seller Entities relating to such agreementsettlements, plan or arrangementincluding cost report settlements, for periods prior to the Effective Time. Notwithstanding the foregoing, the parties hereby confirm that it is the express intent of the parties that the Buyer shall receive the benefit of all payments for periods after the Effective Time related to all Medicaid programs regardless of whether the payments were calculated based on data reported for periods prior to the Effective Time; (nd) Any intercompany receivables all Seller Entity records, to the extent Buyer Entity does not need such records (or copies) in connection with the operation of the Business from Facilities, relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities, as well as all records which by law the Seller Parties or any of Entities are required to maintain in their Affiliates; andpossession; (oe) Any rights of or payment due prepaid insurance, prepaid assets dedicated to the Seller Parties Entities’ benefit plans and any reserves or their prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates under or pursuant to this Agreement(the “Excluded Marks”), any Ancillary Agreement which, for clarity, shall not include the name “Commonwealth Health” or the Confidentiality Agreement.registered Commonwealth Health logo;

Excluded Assets. Notwithstanding the foregoingprovisions of Section 2.01, Seller shall retain all of, and Buyer shall not purchase any of, the Purchased Assets shall not include right, title and interest of Seller in or to the following assets (herein referred to as collectively, the “Excluded Assets”):), all of which shall remain the exclusive property of Seller, free and clear of any claim of Buyer: (a) Any all cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank and other depository accounts the Contracts set forth in Section 2.02(b) of the Seller Parties or any of their AffiliatesDisclosure Schedules (the “Excluded Contracts”); (c) All claimsthe corporate seals, rights and interests organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the Seller Parties or any corporate organization of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing DateSeller; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing Benefit Plans and have not been paid as of the Closing)assets attributable thereto; (e) All bonds heldall rights to any Actions of any nature (i) available to or being pursued by Seller in connection with the conduct of the business of Seller prior to Closing, contracts whether arising by way of insurance counterclaim or policies otherwise, which are set forth on Section 4.16(a) of insurance and prepaid insurance with respect to such contracts the Disclosure Schedules, or policies; and all insurance claims and proceeds thereunder including relating (ii) related to the Purchased Excluded Assets or the Business other than the Included ProceedsExcluded Liabilities; (f) The all materials of Seller Parties’ containing privileged communications and all materials which are subject to attorney-client, attorney work product or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxesprivilege, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively except for such materials relating to the BusinessIntellectual Property Assets, Intellectual Property licensed by Seller or Software owned or licensed by Seller; (g) All records prepared in connection with any deferred Tax accounts or relating to the sale or transfer Tax attributes of the StationSeller, including bids received from others and analyses relating any right to the Station and the Purchased Assets;any Tax refund, credit or rebate; and (h) The Contracts of the rights which accrue or will accrue to Seller Parties under this Agreement and the Ancillary Documents, including all cash and non-cash consideration payable or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the deliverable to Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary, the Endo Companies are not selling, and the Buyers are not purchasing, any assets other than the Transferred Assets, and without limiting the generality of the foregoing, the Purchased Assets term “Transferred Assets” shall not include expressly exclude the following assets of the Endo Companies, all of which shall be retained by the Endo Companies (herein referred to as collectively, the “Excluded Assets”): (a) Any cash the Endo Companies’ documents prepared in connection with this Agreement or cash equivalents (including the transactions contemplated hereby or relating to the Bankruptcy Cases or the Canadian Recognition Case, and any marketable securities books and records that any Endo Company is required by Law to retain; provided, however, that upon request of Buyers prior to or certificates of deposit) 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 Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsBusiness; (b) All bank except as set forth in Section 2.1(b)(xv), all rights, claims and other depository accounts causes of action to the Seller Parties extent relating to any Excluded Asset or any of their AffiliatesExcluded Liability; (c) All claims, rights and shares of capital stock or other equity interests of the Seller Parties any Endo Company or any securities convertible into or exchangeable or exercisable for shares of their Affiliates in and to any refunds of Taxes capital stock or fees other equity interests of any nature whatsoever for periods Endo Company (or portions thereof) ending on or prior to other than the Closing DateSpecified Equity Interests); (d) Any rights, all rights of the Endo Companies under this Agreement and the Ancillary Agreements; (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 of that are (i) included in the Seller Parties GUC Trust Litigation Consideration; or any of their Affiliates against third parties relating to (ii) Released Claims (each as defined in the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the ClosingChapter 11 Plan); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsExcluded Regulatory Authorizations; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Canadian Intercompany Receivables; (i) The items designated those assets listed in Schedule Section 2.2(i) as “Excluded Assets”of the Disclosure Letter; (j) The Retained Names all Cash and Marks;Cash Equivalents; and (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased all Intellectual Property, Personal Data and Privacy Consents exclusively used or held for use in connection with the foregoing clauses (a) through (j); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding The Purchaser shall acquire only the Purchased Assets from the Sellers. In furtherance and not in limitation of the foregoing, the Purchased Assets shall not include following properties, assets and rights of the following Business and the Sellers (herein referred to as the “Excluded Assets”):) shall not be transferred to the Purchaser and, accordingly, are not a part of the Purchased Assets: (a) Any cash or and cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsequivalents; (b) All bank accounts receivable and other depository accounts unbilled amounts not being acquired by Purchaser hereunder on the First Closing Date or the Second Closing Date (collectively, the “Excluded Accounts Receivable/Unbilled Amounts”), certain of which are more particularly described under the Seller Parties or any relevant caption on “List of their AffiliatesExcluded Assets” at Exhibit C hereto; (c) All claims, rights retainage and interests of reserve amounts not being acquired by Purchaser hereunder on the Seller Parties First Closing Date or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Second Closing Date, certain of which are more particularly described under the relevant caption on “List of Excluded Assets” at Exhibit C hereto; (d) Any rights, claims other assets not being acquired by Purchaser hereunder on the First Closing Date or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Second Closing Date, except to certain of which are more particularly described under the extent that any such rights, claims or causes relevant caption on “List of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Excluded Assets” at Exhibit C hereto; (e) All bonds heldcorporate minute books, contracts stockholder records, tax records, personnel records and other books and records of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business Business, other than the Included ProceedsBusiness Records; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (all intellectual property other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the BusinessIntellectual Property; (g) All records prepared except as provided in connection Sections 2.1(m) and 2.2(l), all rights (i) under the Sellers’ insurance policies and any rights to refunds due with respect to such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased any Excluded Assets; (h) The Contracts of all invoices and other documentation and records evidencing the Seller Parties or their Affiliates listed in Schedule 3.14 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 projects not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or covered by the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;Contracts; and (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates Sellers under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything herein to the foregoingcontrary, from and after the Closing, Sellers shall retain all of their existing right, title and interest in and to any and all assets that are not Purchased Assets, and there shall be excluded from the sale, conveyance, assignment or transfer to Purchaser hereunder, and the Purchased Assets shall not include include, the following (herein referred to as collectively, the “Excluded Assets”): (a) Any cash any asset or cash equivalents class of assets excluded from the defined terms set forth in Sections 2.l(a) through (including any marketable securities or certificates of depositm) by virtue of the Seller Parties limitations expressed or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsimplied therein; (b) All all cash and cash equivalents, including Sellers’ bank accounts, but excluding cash flows under, and other depository any accounts created pursuant to, any Servicing Agreements or any net profits generated by operation of the Seller Parties Business on or any of their Affiliatesafter the Closing Date; (c) All claims, rights and interests all Tax Returns of the Seller Parties Sellers or any of their Affiliates and all Books and Records (including working papers) related thereto, other than any such Tax documents related to the Purchased Assets, and any Books and Records which Sellers are required by Law to retain; (d) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and to any refunds of Taxes other rights or fees Claims of any nature whatsoever for periods other than the Assumed Rights and Claims, including to any claims of any nature relating to early payment default claimants; (e) the Plans and all rights or Liabilities in connection with and assets of the Plans; (f) any rights, demands, claims, actions and causes of action constituting avoidance actions of Sellers’ estate under Chapter 5 of the Bankruptcy Code, including any and all proceeds of the foregoing; (g) all of Sellers’ rights and causes of action arising under Section 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (h) all of the rights and claims of the Filing Subsidiaries available to Filing Subsidiaries under the Bankruptcy Code, of whatever kind or nature, as set forth in Sections 544 through 551, inclusive, and any other applicable provisions of the Bankruptcy Code, and any related claims and actions arising under such sections by operation of Law or otherwise, including any and all proceeds of the foregoing; (i) any of the rights of Sellers under this Agreement (or portions any agreements between either Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand, entered into on or after the date of this Agreement); (j) all insurance policies and insurance proceeds that Sellers or any of their Affiliates have a right to receive as of the Closing and that relate to events, circumstances or occurrences prior to the Closing (it being understood that none of Sellers or their Affiliates have a right to receive insurance proceeds belonging to the trusts related to the RMBS Transactions); (k) Tax refunds (i) Related to the Business to the extent related to any taxable period (or portion thereof) ending on or prior to the Closing Date; Date and (dii) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate not Related to the Business prior related to the Closing and have not been paid as of the Closing); any taxable period (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Propertyportion thereof); (l) All records the Purchase Price and documents relating any rights Sellers may have to Excluded Assets or the Indemnification Holdback Amount pursuant to liabilities other than Assumed Liabilitiesthis Agreement and the Escrow Agreement; (m) Other than as set forth in Section 6.2 with respect all rights, claims and causes of action relating to flexible spending accounts, all of the pension, profit sharing, welfare any Excluded Asset or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;Retained Liability; and (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementall Excluded Contracts.

Excluded Assets. Notwithstanding the foregoing, except to the extent of rights expressly provided in the Transition Services Agreement, the Engineering Services Agreement, the SOW Supply Agreement and the Intellectual Property License Agreement, Seller will retain all right, title and interest in and to, and the Purchased Assets shall will not include consist of, all of Seller’s right, title and interest in and to the following assets, rights or properties (herein referred to as the “Excluded Assets”): (ai) Any except as set forth in Section 6.13, all cash or cash equivalents (equivalents, including any all marketable securities or securities, certificates of deposit) deposit and other similar liquid Assets, at the time of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsClosing; (bii) All all bank and other depository accounts and safe deposit boxes of the Seller Parties or any of their AffiliatesSeller; (ciii) All claimsall refunds of and credits for Taxes, rights Income Taxes and interests of the Seller Parties or any of their Affiliates in other Tax assets and Tax loss carry forwards relating to any refunds of Taxes period or fees of any nature whatsoever for periods (or portions thereof) portion thereof ending on or prior to the Closing Date; (div) Any rightsany Employee Benefit Plans (including any Multiemployer Plan) and Assets (including any related insurance proceeds) of, claims or causes any rights of action Seller in, the Employee Benefit Plans and any Contracts that constitute (or provide for services under) Employee Benefit Plans; (v) any of Seller’s corporate charters, franchises, seals, minute books, equity record books and other similar documents relating to the organization, governance and existence of Seller Parties or any of their Affiliates against third parties relating to its Subsidiaries; (vi) any Contract that is not a Purchased Contract, including any Collective Bargaining Agreement, and all rights arising under such Contracts (collectively, the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing“Excluded Contracts”); (evii) All bonds held, contracts of insurance or policies of insurance except as set forth on Schedule 2.2(a)(ii) and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included ProceedsPurchased Intellectual Property, Seller’s business, assets and operations (including all assets, properties and other rights used or held for use in connection with engineering, design, supply management and business management activities) located or conducted at its Milledgeville, Georgia and Dallas, Texas facilities; (fviii) The the Governmental Authorizations, pending applications therefor or renewals thereof, set forth on Schedule 2.2(b)(viii); (ix) all insurance policies of Seller Parties’ related to the Business and, subject to Section 6.13, any Claims or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns rights thereunder; (x) any intercompany Accounts Receivable between Seller and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies Seller’s Affiliates (other than real Wesco Holdings, Inc. and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessits Subsidiaries); (gxi) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (ha) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All all Intellectual Property owned by the Seller Parties or any (including Background Proprietary Information of their Affiliates (Seller and Background Invention(s) of Seller) other than the Purchased Intellectual Property and (b) all other Intellectual Property of Seller (including Background Proprietary Information of Seller and Background Invention(s) of Seller) other than the Purchased Intellectual Property (collectively, the “Retained Intellectual Property”); (lxii) All all Tax and Income Tax books and records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiesall Income Tax Returns and Tax Returns of Seller; (mxiii) Other any securities, shares of capital stock or equity or other ownership interest of Seller in any other Person (including any Subsidiary); (xiv) all books, records, ledgers, files, documents, correspondence, lists (including supplier lists and records), files, plats, specifications, surveys, drawings, advertising and promotional materials, reports (including manufacturing, research and development and production reports and records), testing results, certification materials, service and warranty records, equipment logs, copies of all personnel records related to Transferred Employees (for whom any release required by applicable Law has not been obtained), and other materials and information (in whatever medium), other than the Business Books and Records; (xv) except as set forth in Section 6.2 with respect to flexible spending accountson Schedule 2.2(a)(ii) and other than Purchased Intellectual Property, Business Books and Records and Purchased Contracts, all Assets, properties and other rights used or held for use in connection with the provision of services and conduct or performance of support functions (and the pensionconduct or performance of functions and other activities relating to such services and functions) provided to the North Charleston Facility and the Business by the other facilities, profit sharingbusinesses and operational or business units of Seller, welfare including information technology, human resources, supply chain management, configuration management, benefits administration, payroll, accounting, treasury, legal, management, and other general and administrative services, as well as any other services to be provided pursuant to the Transition Services Agreement or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementEngineering Services Agreement; (nxvi) Any intercompany receivables all rights and Claims in respect of, arising out of or relating to any Excluded Liability; (xvii) any interest in real property (other than the Business from North Charleston Real Property and any interest set forth on Schedule 2.2(b)(xvii)); (xviii) the Transaction Documents, the Non-Disclosure Agreement, the Special Initiatives Agreement, and all rights or Claims of Seller Parties arising under or any of their Affiliatesrelating to the foregoing documents and agreements; and (oxix) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementtangible property and other assets set forth in Schedule 2.2(b)(xix).

Excluded Assets. Notwithstanding anything in Section 2.1 to the foregoingcontrary, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include include, and neither Seller nor any of the following Seller Subsidiaries is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller or any of the Seller Subsidiaries, any of the rights, properties or assets set forth or described in Sections 2.2(a) through (herein o) (the rights, properties and assets expressly excluded by this Section 2.2 from the Purchased Assets being referred to herein as the “"Excluded Assets”"): (a) Any any cash, cash equivalents, bank deposits or similar cash equivalents (including any marketable securities or certificates items of deposit) of the Seller Parties or any Affiliate of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank any Proprietary Subject Matter of Seller or any Affiliate of Seller or Intellectual Property in and other depository accounts to the same that is not used or held for use primarily in the operation or conduct of the Seller Parties or any of their AffiliatesBusiness; (c) All claimsany (i) confidential personnel and medical records pertaining to any Business Employee other than the Transferred Employees; (ii) books and records that Seller or any Affiliate of Seller is required by Law to retain or that Seller reasonably determines are necessary or advisable to retain; provided, rights however, that Buyer shall have the right to make copies of such retained books and interests of records that relate to the Seller Parties Business or any of their Affiliates the Purchased Assets; and (iii) the information management systems of Seller and any Affiliate of Seller other than (A) those used or held for use primarily in the operation or conduct of the Business and contained within computer hardware included as a Purchased Asset pursuant to any refunds of Taxes Section 2.1 or fees of any nature whatsoever for periods (or portions thereofB) ending listed on or prior Schedule 2.1(h) as transferable to the Closing DateBuyer; (d) Any except as specifically provided in Section 2.10, any claim, right or interest of Seller or any Affiliate of Seller, other than Avaya Tianjin, in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, to the extent attributable to any Pre-Closing Tax Period; (e) the Excluded Agreements and the Nonassignable Licenses; (f) the approximately 60 acre parcel of land adjoining the Home Depot Parcel, as more particularly described on Schedule 2.2(f) (the "Avaya Southeast Property"); (g) except as explicitly set forth in Section 5.4, all the assets of or relating to the Company Plans, and any insurance policies, administration contracts and trust agreements pertaining thereto; (h) any rights, claims or causes of action of the Seller Parties or any of their Affiliates Seller Subsidiary against third parties Third Parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Excluded Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Excluded Liabilities; (i) The items designated in any of the rights, properties and assets set forth on Schedule 2.2(i) as “Excluded Assets”); (j) The Retained Names and Marksexcept as explicitly set forth in Section 5.4, any insurance policies or rights of proceeds thereof; (k) All Intellectual Property owned by any claim, right or interest in or to any capital stock of the Seller Parties Subsidiaries or any to the minute books, charter documents, stock record books or other books and records that relate to the organization, existence or capitalization of their Affiliates (other than the Purchased Intellectual Property)such Seller Subsidiaries; (l) All records and documents relating to Excluded Assets any Retention Agreement or to liabilities collective bargaining agreement other than Assumed Liabilitiesthose included in Section 2.1 as a Purchased Asset; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementEarly Retirement Program; (n) Any intercompany receivables the equipment used for carrying out the Designated Remedial Action (as hereinafter defined) pursuant to Section 9.5(b) hereof; (o) all other assets, properties, interests and rights of Seller or any Affiliate of Seller not used or held for use primarily in the operation or conduct of the Business from the Seller Parties or any of their AffiliatesBusiness; and (op) Any rights of or payment due to except as set forth on Schedule 2.2(p), the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementSingapore Property.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following properties, assets and rights (herein referred to as 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 except for Register Cash, all cash or and cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (bii) All bank all of Seller’s interest in assets, properties, rights, titles and interests which are not used in, useful for or otherwise associated with the Business, including assets, properties, rights, titles and interests of Seller’s businesses other than Designs and all inventory and other depository assets of Seller located at the retail locations set forth on the attached Excluded Designs Leased Property Schedule and all inventory of finished goods and supplies located at the Warehouse and specifically designated on the attached Excluded Assets Schedule for shipment to such retail locations or in transit to or from such retail locations; (iii) all accounts of the receivable owed to Seller Parties or any of their Seller’s Affiliates; (civ) All claimsall stock and other ownership interests in Seller; (v) Seller’s corporate charter, rights qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and interests other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating solely to the organization, maintenance and existence of Seller as a corporation (provided that Buyer shall be entitled to receive a copy of all such documentation as of the Seller Parties or any of their Affiliates in Closing); (vi) claims for and rights to any receive Tax refunds of Taxes or fees of any nature whatsoever for relating to the Business with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties and Tax Returns relating to the assets, properties Business with respect to taxable periods (or operations of the Business arising out of transactions occurring portions thereof) ending on or prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxesnotes, assessments and similar governmental levies (other than real and personal property Taxesworksheets, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with files or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliatesthereto; and (ovii) Any the Purchase Price and all other rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, Agreement and the Schedules attached hereto and any Ancillary Agreement or the Confidentiality other agreements entered into by Seller pursuant to this Agreement.

Excluded Assets. Notwithstanding any provision of this Agreement express or implied to the foregoingcontrary, Purchaser shall not acquire and there shall be excluded from the Purchased Assets (a) the capital stock of, or any membership interest, partnership interest or any similar equity interest in, any Person, (b) any Seller Plan and all Contracts and refunds related thereto (including refunds of workers’ compensation expenses, Contract premiums or payments), (c) all Leased Real Property (other than Purchased Leased Real Property), (d) the Excluded Cash and any bank account in which the Excluded Cash is deposited, (e) insurance policies and all prepaid expenses or premiums, proceeds, rights and claims thereunder (“Excluded Insurance Items”), provided Excluded Insurance Items shall not include insurance proceeds or the following (herein referred rights to as insurance proceeds received or receivable by the “Excluded Assets”): (a) Any cash Sellers in respect of any loss or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All bank and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and casualty with respect to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending asset that on or prior to the Closing Date; (d) Any rightsDate is a Purchased Asset, claims unless the Company has paid to restore, repair or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring replace such asset prior to the Closing Date, except to the extent that any such rights, claims (f) all income Tax based assets and all refunds or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Partiescredits, if any, of Taxes due to or from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate Sellers with respect to the Business for a taxable period ending before the Closing Date or due to or from Sellers with respect to the Business for the applicable pro rata portion of the Straddle Period (the “Excluded Tax Refunds”), (g) the minute books, charter documents, and transfer records of the Sellers and such other books and records as pertain to the organization, existence or capitalization of the Sellers, any other books or records not related to the Business or the Purchased Assets, and financial records pertinent to the Sellers’ operation of the Business (copies of which will be provided to Purchaser) and the Sellers’ Tax records (copies of which will be provided to Purchaser), (h) the Sellers’ rights under this Agreement and the Transaction Documents to which it is a party, (i) all assets owned or held in trust or otherwise associated with or used in connection with any Seller Plan, (j) all of the Sellers’ rights, claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against third parties which (1) may arise in connection with the discharge by the Sellers of the Excluded Liabilities or (2) are related to the Excluded Assets, (k) any amounts received by Purchaser or the Sellers related to, associated with, or in payments of the Seller Chargebacks and the Seller Returns, (l) the Sellers’ ▇▇ ▇▇▇▇ Deposit, (m) the Seller Cash Collateralized Letters of Credit, (n) any prepaid expenses made by or on behalf of the Sellers other than Prepaid Expenses, (o) each of the assets set forth in Section 2.2 of the Sellers’ Disclosure Schedule, and (p) any assets, properties, privileges, rights, interests and claims, real and personal, tangible and intangible, disposed of prior to the Closing and have not been paid as in the ordinary course of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 business and not designated on such Schedule as an “Assumed Contract”in violation of this Agreement (collectively, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, nothing herein shall be deemed an agreement to sell, transfer, assign or convey any of the Excluded Assets to Buyer, and Seller shall retain all right, title and interest to, in and under, and all obligations with respect to the Excluded Assets. For all purposes of and under this Agreement, the Purchased Assets shall not include the following (herein referred to as the term “Excluded Assets”):” shall consist of the following items, assets and properties (whether or not such assets are otherwise described in Section 2.1) as of the Closing: (a) Any cash or cash equivalents the corporate minute books (including, without limitation, stock certificates and corporate seal), Tax records, work papers and other files, documents, instruments, papers, books, reports and records of Seller (including in electronic format) as they pertain solely to the Excluded Assets and/or ownership, organization, qualification to do business or existence of Seller; provided that Buyer will have the right to make copies of any marketable securities or certificates portion of deposit) of such retained files, documents, instruments, papers, books, reports and records that relate solely to the Seller Parties Business or any of their Affiliatesthe Acquired Assets, other than ▇▇▇▇▇ cash held at in each instance, to the Station or Included Proceedsextent (i) the same are not subject to claims of attorney-client privilege, and (ii) permitted by applicable Law; (b) All bank the rights of Seller under this Agreement and other depository accounts of the Ancillary Agreements and all Cash and non-Cash consideration payable or deliverable to Seller Parties or any of their Affiliatesunder this Agreement; (c) All claims, rights and Permits that are not transferable; (d) all shares of capital stock or other equity interests of the in Seller Parties or any securities convertible into, exchangeable or exercisable for shares of their Affiliates capital stock or other equity interests in Seller; (i) all rights under or arising out of insurance policies not relating to the Acquired Assets, (ii) all insurance proceeds received or to become due in connection with such rights, and to any refunds (iii) all business interruption insurance proceeds; (f) all current and prior director and officer insurance policies of Taxes or fees Seller and all rights of any nature whatsoever for periods with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (g) subject to Section 2.5, all Contracts that are not Assumed Contracts; (h) any causes of action, claims and demands of whatever nature arising from or portions thereof) ending in connection with the Business and operation of the Acquired Assets, in each case relating to any period, or portion of any period, on or prior to the Closing Date; (di) Any rightsall rights and claims of Seller for any action under the Bankruptcy Code, claims or causes of action including avoidance actions available to Seller under Sections 544 through 553 of the Seller Parties Bankruptcy Code, of whatever kind or nature against any of their Affiliates against third parties relating to the assets, properties or operations insider (as such term is defined in section 101(31) of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the ClosingBankruptcy Code); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names all Employee Benefit Plans and Marksall trust funds and Contracts related thereto; (k) All Intellectual Property owned all rights in or to assets leased or licensed by Seller (as lessee or licensee) except to the extent the liabilities and obligations under the associated lease or license are assumed by Seller Parties and such lease or any of their Affiliates (other than the Purchased Intellectual Property)license is assigned to Buyer; (l) All records and documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to Excluded Assets the Bankruptcy Case, and other Documents not related to the Business or to liabilities other than Assumed Liabilitiesthe Acquired Assets; (m) Other all rights or interests in and to any Tax refunds (other than as set forth in Section 6.2 with respect to flexible spending accounts2.1(k)), all tax loss or other attribute of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementSeller; (n) Any intercompany receivables the goodwill of Seller relating to the Business from the Seller Parties or any of their AffiliatesBusiness; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementthose additional assets listed on Schedule 2.2.

Excluded Assets. Notwithstanding The following assets and properties of the foregoing, the Purchased Assets shall not include the following Seller and its Affiliates (herein referred to as the “Excluded Assets”):) shall not be acquired by Buyer and are excluded from the Station Assets: (a) Any cash or cash equivalents (including any marketable securities or certificates all of deposit) the Cash and Cash Equivalents of the Seller Parties or any of their its Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All all bank and other depository accounts of the Seller Parties or any of their its Affiliates; (c) All insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Dateinsurance proceeds, thereunder; (d) Any rights, claims or causes all interest in and to refunds of action of the Seller Parties or any of their Affiliates against third parties Taxes relating to Pre-Closing Tax Periods or the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)other Excluded Assets; (e) All bonds held, contracts any cause of insurance action or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including claim relating to any event or occurrence prior to the Purchased Assets or the Business Effective Time (other than the Included Proceedsas specified in Schedule 2.02(e)); (f) The all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Seller Parties’ or their and its Affiliates’ minute ; (h) all (i) books, stock transfer booksrecords, records files and papers, whether in hard copy or computer format, relating to formation the preparation of this Agreement or incorporationthe transactions contemplated hereby, Tax Returns (ii) all minute books and related documents company records of the Seller or any of its Affiliates and supporting work papers (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”); (l) other than as specifically set forth in Article VIII, any Employee Plan and any other records and returns relating to Taxesassets of any Employee Plan sponsored by the Seller or any of its Affiliates; (m) all Tax records, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) sales and any books and records not exclusively relating to the Businessuse Tax records; (gn) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates those assets which are listed in on Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property2.02(n); (lo) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pensionSeller’s rights, profit sharingtitle and interest in and to (i) the Seller’s name, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates service names and trade names (including, without limitation, the name[s] [“Media General” or “LIN Media”/ “▇▇▇▇▇▇▇▇ Broadcast Group”]), (ii) all Employee PlansURLs and internet domain names consisting of or containing any of the foregoing; and (iii) and any assets variations or derivations of, or marks confusingly similar to, any of any such agreement, plan or arrangementthe foregoing; (np) Any intercompany receivables all real and personal, tangible and intangible assets of the Business from Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of the Seller Parties or Subsidiaries of the Seller or any of their its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (os) Any rights all other assets of the Seller or payment due any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or used in the Confidentiality Agreementoperations of Other Seller Stations.

Excluded Assets. Notwithstanding anything to the foregoingcontrary herein, Buyer shall not purchase from Seller any assets, properties and rights that are not included among the Purchased Assets shall not include the following (herein referred to as collectively, the “Excluded Assets”):), listed on Seller’s Disclosure Schedule 1.2 and including, without limitation: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the business of Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at that is not included in the Station or Included ProceedsBusiness; (b) All bank any cash and cash equivalents other depository accounts than deposits described in Section 1.1(e), including checks received pending collection as of the Seller Parties or any close of their Affiliates;business on the Closing Date, notes, bank deposits, certificates of deposit and marketable securities; 7148758.4 (c) All claims, rights and interests any receivables arising from the operation of the Seller Parties Business and services performed in connection with the Business prior to the Closing Date (whether or not billed or invoiced prior to the Closing Date). (d) any of their Affiliates deposits and cash collateral relating to Seller’s worker’s compensation insurance programs; (e) any contracts and agreements, whether written or oral, other than the Assumed Contracts; provided, however, that in and the event that the required Consents related to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending the Assumed Contracts are not obtained on or prior to the Closing Date; (d) Any rights, claims or causes of action of then the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring Assumed Contract for which such consent has not been obtained prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties Date shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedsdeemed an Excluded Asset hereunder; (f) The Seller Parties’ or their Affiliates’ minute booksany interests in any real estate including any leases, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on except for the Purchased Assets) and any books and records not exclusively relating to the BusinessLease; (g) All records prepared in connection with or any claims, deposits, prepayments, prepaid expenses, refunds, rebates, credits, causes of action, rights of recovery, rights of setoff and rights of recoupment relating to the sale or transfer arising out of the Station, including bids received from others and analyses relating ownership or operation of the Business or any of the Purchased Assets prior to the Station and the Purchased AssetsClosing; (h) The Contracts any minute books, corporate seals, stock record books and stock transfer records of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesSeller; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding Section 2.1, all of the foregoingSellers' and their Subsidiaries' right, title and interest at the Closing in and to the following properties, assets and rights shall be excluded from the Purchased Assets and shall not include be included in the following definition thereof (herein referred to as collectively, the “"Excluded Assets”"): (a) Any cash or cash equivalents all Contracts set forth on Schedule 2.2(a) (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds"Excluded Contracts"); (b) All bank any assets and other depository accounts associated claims arising out of the Seller Parties or any of their AffiliatesExcluded Liabilities and/or Excluded Contracts; (c) All claims, rights the Post-Closing Claims; (d) all refunds or credits of Taxes due to FWENC and interests its Subsidiaries by reason of their ownership of the Seller Parties Purchased Assets or any operation of their Affiliates in and the Business to the extent attributable to any refunds of Taxes time or fees of any nature whatsoever for periods (or portions thereof) period ending on at or prior to the Closing Date; (de) Any rightsall cash, claims cash equivalents (including restricted cash) and other short term investments of the Sellers and their Subsidiaries; (f) any claims, counterclaims, offsets, defenses or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except other than to the extent that any such rightsrelating to, claims or causes of action are Current Assets or otherwise arise out of arising from, the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Liabilities; (eg) All bonds held, contracts all assets owned or held under any Employee Benefit Plans including assets held in trust or insurance Contracts for the benefit of insurance any Employee Benefit Plan participants or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceedsbeneficiaries; (fh) The Seller Parties’ all right, title and interest in and to all properties, assets and rights of each of the Sellers and their Subsidiaries that are not being transferred pursuant to Section 2.1; (i) all correspondence and documents, including the confidentiality agreements entered into by FWENC or their any of its Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on in connection with the Purchased Assets) and any books and records not exclusively relating to sale of the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names all loans and Marks;other advances owing by each Non-Transferred Employee to each Seller; and (k) All Intellectual Property owned by all capital stock of the Subsidiaries of each Seller Parties or any of their Affiliates (other than the Purchased Intellectual Propertyoutstanding membership interests of Hanford LLC and the capital stock of FWENC Massachusetts and FWENC Ohio); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall Buyer is not include purchasing and Seller is retaining all right, title and interest in and to the following (herein referred to as collectively, the “"Excluded Assets”"): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of Seller's rights under this Agreement, the Seller Parties Escrow Agreement, the Sublease, the Transition Services Agreement, the Subcontract, the Billing Services Agreement or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station document or Included Proceedsagreement delivered to or received by Seller in connection herewith; (b) All bank cash on hand and other depository accounts of the Seller Parties or any of their Affiliatesin banks, cash equivalents and investments; (c) All claimsSeller's bank accounts (except the lockbox accounts listed on Schedule 2.1(l)), rights checkbooks and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Datecancelled checks; (d) Any rightsThe real property lease for Seller's headquarters facility in Tempe, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Arizona; (e) All bonds held, contracts of insurance The corporate name "OrthoLogic" and any related trademarked or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to stylized versions thereof (the Purchased Assets or the Business other than the Included Proceeds"Excluded Marks"); (f) The Seller Parties’ or their Affiliates’ Seller's corporate charter, minute and stock record books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents corporate seal and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businesstax returns; (g) All records prepared in connection with or relating Accounts Receivable due from Federal health care programs, and all rights to ▇▇▇▇ Federal health care program payors for sales completed prior to the sale or transfer of Closing (the Station, including bids received from others and analyses relating to the Station and the Purchased Assets"Excluded Medicare Receivables"); (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 Seller's rights to any refunds due with respect to insurance premium payments and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating Tax refunds with respect to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”Taxes heretofore paid by Seller; (i) The items designated All property, tangible and intangible, real or personal, and all assets of Seller that are not related primarily to the Business, including, without limitation, those assets used in the design, development and marketing of Seller's injectable bone healing products and as set forth on Schedule 2.2(i) as “Excluded Assets”2.3(i); (j) The Retained Names and MarksAny insurance policies held by Seller; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual PropertyThe agreements set forth on Schedule 2.3(k);; and (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsThe assets, all of the pensionif any, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementdescribed on Schedule 2.3(l).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets are the only properties, rights and assets transferred to, or otherwise acquired by, Purchaser under this Agreement. Without limiting the generality of the foregoing, the Purchased Acquired Assets shall do not include (i) any right, title, or interest of any Person other than Seller in any property or asset or (ii) the following properties and assets of Seller listed or described below in this Section 2.2 (all properties and assets not being acquired by Purchaser are herein collectively referred to as the “Excluded Assets”): (a) Any cash or cash equivalents the Purchase Price (including excluding any marketable securities or certificates of deposit) portion of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at Holdback distributed by the Station or Included ProceedsEscrow Agent to the Purchaser in accordance with Section 8.4); (b) All bank all of Seller’s rights and other depository accounts of the Seller Parties or obligations under Contracts that are not Assigned Contracts, including any of their AffiliatesContracts set forth on Schedule 2.2(b); (c) All claims, all of Seller’s rights and interests under any Permits that are not Acquired Assets; (d) any assets and associated Claims or rights arising out of the Excluded Liabilities, including rights relating to prepaid expenses, refunds or adjustments (except to the extent described in Section 2.1(m); (e) all rights of Seller Parties arising under this Agreement and the Ancillary Agreements; (f) all (i) Avoidance Actions and (ii) rights, Claims or any causes of their Affiliates in and to any refunds action of Taxes Seller against individuals who were officers or fees directors of any nature whatsoever for periods (or portions thereof) ending on or Seller prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with all good faith or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assetsother bid deposits submitted by any third party; (h) The Contracts any and all privileges of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”with any of its professionals including attorneys, accountants, and any Contracts between other advisors, whether related to attorney-client privilege, attorney work product, or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”otherwise; (i) The items designated all company Tax Returns or Tax records (other than those described in Schedule 2.2(i) Section 2.1(l)), seals, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence, or capitalization of Seller, as well as any other records or materials that relate exclusively to any other Excluded Asset or Excluded Liability (the “Excluded AssetsCorporate Records”); provided that, Seller shall provide Purchaser with reasonable access to, and copies of, any Excluded Corporate Records; (j) The Retained Names all rights and Marksbenefits under director and officer Insurance Policies; (k) All Intellectual Property owned the stock and other equity interests or securities, including promissory notes, issued by the each Subsidiary of Seller Parties or any of their Affiliates (other than the Purchased Intellectual Propertylisted on Schedule 2.1(k); (l) All records all security and documents relating utility deposits, other deposits, credits, allowance, prepaid assets, or charges, rebates, setoffs, prepaid expenses, prepaid professional expenses, and other prepaid items; and any restricted cash Seller is required to Excluded Assets maintain in connection with Seller’s insurance programs or to liabilities other than Assumed Liabilitiespolicies that represent prepayments and similar items; (m) Other than all Cash and Cash Equivalents, including any cash tendered as set forth part of the Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 6.2 8.4); (n) all bank accounts and lock boxes of Seller; (o) the stock and any other equity interests or securities in BIND Biosciences Security Corporation and BIND (RUS), LLC; (p) all value-added tax reimbursements (“VAT Reimbursements”); (q) all reimbursement receivables from Pfizer Inc. and AstraZeneca plc (“Reimbursement Receivables”); (r) the Seller Plans, and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with respect to flexible spending accounts, the Seller Plans and any applicable insurance policies related thereto; (s) all of Seller’s rights and interests in and to the pensionassets listed on Schedule 2.2; (t) Seller’s rights and benefits under any Insurance Policies, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, (i) all Employee Plansproceeds from Insurance Policies, and (ii) all claims, demands, proceedings and causes of action asserted by Seller under any assets Insurance Policies related to an event occurring prior to Closing and (iii) any letters of any such agreement, plan or arrangementcredit related thereto; (nu) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliatesall promotional allowances and vendor rebates and similar items; and (ov) Any rights all rights, Claims or causes of or payment due action of Seller against other parties arising out of events occurring prior to the Seller Parties Closing (including, for the avoidance of doubt, rights, Claims or their Affiliates under or pursuant causes of action arising out of events occurring prior to this Agreement, any Ancillary Agreement or the Confidentiality AgreementPetition Date) other than those Acquired Assets set forth in Section 2.1(x).

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include Buyers expressly understand and agree that the following assets and properties of Sellers and Sellers’ Affiliates (herein referred to as the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, Sellers’ owned and leased real property other than ▇▇▇▇▇ cash held at (i) the Station or Included ProceedsPurchased Real Property, (ii) the right, title and interest of Sellers in and to the Leased Real Property pursuant to the Real Estate Leases set forth on Schedule 1.01(b) and (iii) all right, title and interest created pursuant to the Lease Agreement and Shanghai Sublease; (b) All bank the Intellectual Property (including without limitation any and other depository accounts of all Trademarks containing or derived from the Seller Parties word Teradyne and the goodwill appurtenant thereto) owned by Sellers or any of their AffiliatesAffiliates or which Sellers or any of their Affiliates have rights to, other than the Purchased Intellectual Property and the rights granted to Buyers to the Licensed Intellectual Property pursuant to the License Agreement and the Intellectual Property Assignment Agreement; (c) All claimsexcept as set forth on Schedule 2.12(b)(i), rights Sellers’ and interests of the Seller Parties or any of their Affiliates in Affiliates’ cash, cash equivalents and to any refunds of Taxes or fees of any nature whatsoever for periods liquid investments (or portions thereofplus uncollected bank deposits and less outstanding checks) ending on or prior to the Closing Date(“Cash”); (d) Any rightsrefunds, claims rebates or causes similar payments of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except Taxes to the extent that such Taxes were paid by or on behalf of any such rightsAsset Seller or any Affiliate of any Asset Seller, claims or causes of action are Current Assets or would not otherwise arise out of the Purchased Assets or constitute an Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)Liability; (e) All bonds held, contracts of insurance or policies of insurance Sellers’ and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business their Affiliates’ (other than the Included ProceedsSold Companies’) returns, declarations, reports, claims for refund, information statements and the other documents relating to Taxes, including any schedule or attachment thereto and including any amendment thereof (the “Tax Information”); (f) The Seller PartiesSellers’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers rights under this Agreement and any other records and returns relating agreement, document or instrument entered into pursuant to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessthis Agreement; (g) All records prepared any capital stock of or any equity interest or Investment in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets;any Person other than a Sold Company; and (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 Sellers’ and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, ’ rights in the assets listed or described on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property2.02(h); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Purchased Parties agree that Seller is not selling, assigning, transferring, conveying or delivering to Purchaser, and the Transferred Assets shall not include the following (herein referred to as collectively, the “Excluded Assets”): ), (ai) Any all Seller Contracts that are not Transferred Contracts; (ii) all bank accounts of Seller (provided, however, that all cash or and cash equivalents (including any marketable securities or certificates of deposit) in such bank accounts as of the Seller Parties 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 their 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, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; including records relating to such Tax Returns, payroll records, employee records, board consents and bank records, (bv) All bank any attorney-client privileged material of Seller, (vi) all prepayments and other depository accounts of the Seller Parties or any of their Affiliates; (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes paid by Seller and its Affiliates, whether paid directly by Seller or fees its Affiliates or indirectly by a third party on behalf of any nature whatsoever for periods Seller or its Affiliates, regardless of whether such rights have arisen or hereafter arise, and all Tax attributes of Seller and its Affiliates (or portions thereofincluding net operating losses and credits), (vi) ending on or prior to Seller’s equity interests in its U.K. Subsidiary, and (vii) the Closing Date; (d) Any rights, claims or causes assets of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller PartiesSeller, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementon Schedule 1.2.

Excluded Assets. Notwithstanding anything to the foregoingcontrary contained herein, the Purchased Station Assets shall not include the following assets or any rights, title and interest therein (herein referred to as the “Excluded Assets”): (a) Any all cash or and cash equivalents (of Seller, including any marketable securities or without limitation certificates of deposit) of the Seller Parties , commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsinvestments; (b) All bank all tangible and other depository accounts intangible personal property of Seller retired or disposed of between the Seller Parties or any date of their Affiliatesthis Agreement and Closing in accordance with Article 4; (c) All claimsall Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Seller’s corporate and trade names unrelated to the operation of the Stations (including the name “Emmis”), charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller and any affiliates of Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or not offset) for goods or services sold or provided prior to the Effective Time (defined below) or otherwise arising during or attributable to any period prior to the Effective Time (the “A/R”); (h) any computer software and programs used in the operation of the Stations that are not transferable; (i) all rights and interests claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Seller Parties Stations and the Station Assets, to the extent arising during or any of their Affiliates in and attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.7; (k) all claims of Seller with respect to any Tax (defined below) refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) to the extent attributable to a taxable period ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property)Effective Time; (l) All records computers and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities;assets located at the Emmis Communications Corporation headquarters, and the centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of multiple stations; and (m) Other than as set forth in Section 6.2 with respect to flexible spending accountsthe assets listed on Schedule 1.2, all of and the pensionslogan “Great Media, profit sharingGreat People, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementGreat Service.”

Excluded Assets. Notwithstanding any other provision of this Agreement to the foregoingcontrary, the following Assets of TribalRides existing on the Closing Date (collectively, the "Excluded Assets") are excluded from the Purchased Assets and shall not include remain the following (herein referred to as property of TribalRides after the “Excluded Assets”):Closing: (ai) Any cash or cash equivalents (including any marketable securities or certificates all Retained Liabilities, which shall consist of deposit) 100% of the Seller Parties liabilities of TribalRides; (ii) all minute books, seals, equity record books and equity transfer records of TribalRides and Tax Returns and Tax records of TribalRides and the books and records of TribalRides; (iii) all personnel records and other records that TribalRides is required by law to retain in its possession; (iv) all right, title or interest of TribalRides under any of their AffiliatesContract, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsAssumed Contracts; (bv) All bank all commissions, trade accounts payable and other depository accounts of the Seller Parties or any of their Affiliatesall trade debts payable by TribalRides; (cvi) All claims, rights and interests the right of the Seller Parties TribalRides to claim for net refunds of income Taxes or gross receipts Taxes of TribalRides in excess of deficiencies for any of their Affiliates in and period or with respect to any event, adjustment or occurrence prior to the Closing Date; (vii) prepaid Taxes, refunds of Taxes and Tax loss carry forwards including interest thereon or fees of claims therefor for any nature whatsoever for periods (period or portions thereof) portion thereof ending on or prior to the Closing Date; (dviii) Any rights, claims or causes of action all insurance policies of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except TribalRides to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)transferable; (eix) All bonds held, contracts any refunds of insurance or policies of insurance and prepaid insurance premiums with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesTribalRides’ insurance policies; and (ox) Any all rights of or payment due to the Seller Parties or their Affiliates TribalRides under or pursuant to this Agreement, any Ancillary Agreement or including with respect to the Confidentiality AgreementPurchase Price.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties Parties, LIN or any of their respective Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsStation; (b) All bank and other depository accounts of the Seller Parties Parties, LIN or any of their respective Affiliates; (c) All Except as set forth in Section 2.1(m), all claims, rights and interests of the Seller Parties Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date; (d) Any rights, claims or causes of action of the Seller Parties Parties, LIN or any of their respective Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets accounts receivable or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties Parties, LIN and their respective Affiliates shall retain all amounts payable to the Seller Parties, LIN and their respective Affiliates, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ ’, LIN’s or their respective Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts contracts or agreements of the Seller Parties Parties, LIN or their respective Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, ” and any Contracts contracts or agreements between or among any one or more of the Seller Parties or their Affiliates, on the one hand, LIN and any one or more of their Related Parties, on the other hand, respective Affiliates relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by of the Seller Parties Parties, LIN or any of their respective Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts6.2, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties Parties, LIN or any of their respective Affiliates; and (o) Any rights of or payment due to the Seller Parties Parties, LIN or their Affiliates respective Affiliates, under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreementother agreements with the Buyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding the foregoing, the Purchased The Excluded Assets shall not include consist of the following (herein referred to as the “Excluded Assets”):following: (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsThe Excluded Real Property described in Schedule 2.2(a); (b) All bank and other depository accounts In each case determined as of 11:59 p.m. on the day prior to the Closing Date, Seller's cash on hand as of the Seller Parties or Closing Date and all other cash in any of their AffiliatesSeller's bank or savings accounts; notes receivable, letters of credit or other similar items of Seller; any stocks, bonds, certificates of deposit and similar investments of Seller; and any other cash equivalents of Seller; (c) All Seller's books and records relating solely to internal corporate, financial and tax matters and any other books and records not related to any Station or the business or operations of any Station; (d) Any claims, rights and interests interest of the Seller Parties or any of their Affiliates in and to any (i) refunds of Taxes or fees of any nature whatsoever for periods or (ii) deposits or portions thereof) ending on or utility deposits, which, in each case, relate solely to the period prior to the Closing Date; (de) Any rightsAll insurance contracts, including the cash surrender value thereof, and all insurance proceeds or claims or causes of action of the made by Seller Parties or any of their Affiliates against third parties relating to the assetsproperty or equipment repaired, properties replaced or operations of the Business arising out of transactions occurring restored by Seller prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ All Employee Benefit Plans and all assets or their Affiliates’ minute booksfunds held in trust, stock transfer booksor otherwise, records relating to formation associated with or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on used in connection with the Purchased Assets) and any books and records not exclusively relating to the BusinessEmployee Benefit Plans; (g) All records prepared Choses in connection with or relating to the sale or transfer Action, if any, of the Station, including bids received Seller excluded from others and analyses relating to the Station and the Purchased AssetsSection 2.1(k); (h) The Contracts All tangible and intangible personal property disposed of or consumed in the Seller Parties ordinary course of business between the date of this Agreement and the Closing Date, or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of otherwise permitted under the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”terms hereof; (i) The items designated Any collective bargaining agreement, any other Contract not included in Schedule 2.2(i) the Assumed Contracts, and all Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business and as “Excluded Assets”;permitted hereunder; and (j) The Retained Names personal effects and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Propertypersonal property identified on Schedule 2.2(j); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding the foregoing, the The Purchased Assets shall not include include, and the Seller shall retain, the following assets (herein referred to as the “Excluded Assets”): (a) Any Cash, cash or cash equivalents (including any equivalents, invested funds and marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedssecurities; (b) All bank The Seller’s rights under this Agreement and other depository accounts of under the Confidentiality and Nondisclosure Agreement dated July 21, 2004 between Buyer and Seller Parties or any of their Affiliates(the “Confidentiality Agreement”); (c) All claims, rights Tax returns and interests of the Seller Parties or any of their Affiliates in permanent tax and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Dateaccounting records; (d) Any rightsAll rights under Contracts, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closingother than those listed on Schedule 1.1(g); (e) All bonds heldAny loan, contracts of insurance advance, note or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating receivable owed to the Purchased Assets Business by JCI, any affiliate of the Seller or any division of the Business other than the Included ProceedsSeller; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns Insurance policies and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Businessall rights with respect thereto; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsThe Milwaukee Real Estate; (h) The Contracts of Seller’s and JCI’s rights under the Seller Parties or their Affiliates listed in Schedule 3.14 Asset Purchase Agreement by and not designated on such Schedule among ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Corporation and NorthStar Print Group, Inc. and Journal Communications, Inc. dated January 4, 2001, as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”amended; (i) The items designated in Schedule 2.2(i) as “Claims or causes or rights of action to the extent they relate to any Excluded Assets”Asset or any Liability or obligation which is not assumed by the Buyer pursuant to Section 3.1 hereof; (j) The Retained Names All prepaid expenses, advance payments and Marksdeposits, and refunds, except the Included Prepaid Expenses; (k) All Intellectual Property owned by the Seller Parties Tax credits and rights to any refunds with respect to taxes or any of their Affiliates (other than the Purchased Intellectual Property)tax returns; (l) All records The Seller’s minute books, stock and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiescorporate records; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or The Seller’s rights under any employee benefit agreements, plans or arrangements of other plan offered by the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementto its employees; (n) Any intercompany receivables of the Business from The lease between the Seller Parties or any of their Affiliatesand JCI for the Watertown Real Estate; (o) All Governmental Authorizations to the extent not transferable; and (op) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementThe Green Bay Real Estate.

Excluded Assets. Notwithstanding the foregoingSeller excepts, the Purchased Assets shall not include reserves, and retains to itself the following properties and assets (herein referred to as collectively, the “Excluded Assets”): (a) Any cash or cash equivalents (including any marketable securities or certificates all corporate, financial, legal, and tax records of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsSeller; (b) All bank all deposits, cash, checks in process of collection, cash equivalents, and other depository accounts of funds attributable to Seller’s interest in the Seller Parties or any of their AffiliatesAssets for the period prior to the Effective Time, except as provided for in Section 8.3; (c) All claims, rights and interests of all Hydrocarbons produced from or allocable to the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or Assets prior to the Closing DateEffective Time, except for those Hydrocarbons described in Section 2.1(c)(i); (d) Any rightsall documents and records of Seller subject to the attorney/client privilege, confidentiality agreements, claims of privilege, or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing)other restrictions on access; (e) All bonds heldall rights, contracts interests, and Claims that Seller may have under any policy of insurance or policies of indemnity, surety bond, or any insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and condemnation proceeds thereunder including or recoveries from third Persons relating to property damage or casualty loss affecting the Purchased Assets or occurring prior to the Business other than the Included ProceedsPossession Time; (f) The all Claims, whether in contract, in tort, or arising by operation of Law, and whether asserted or unasserted as of the Possession Time, that Seller Parties’ may have against any Person arising out of acts, omissions, or their Affiliates’ minute booksevents, stock transfer booksor injury to or death of Persons or loss or destruction of or damage to property, records relating to formation or incorporationin any way to, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating Assets that occurred prior to the BusinessPossession Time; provided, however, that no such Claim may be settled, compromised, or otherwise resolved in a manner that results in an obligation borne by Buyer or the Assets from and after the Possession Time without the prior written consent of Buyer; (g) All records prepared in connection with or relating all exchange traded futures contracts and over-the-counter derivative contracts of Seller as to the sale or transfer which Seller has an open position as of the Station, including bids received from others and analyses relating to the Station and the Purchased AssetsEffective Time; (h) The Contracts any and all rights to use Seller’s name, marks, trade dress or insignia, or to use the name of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”any Affiliate of Seller, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pensionSeller’s intellectual property, profit sharingincluding, welfare without limitation, proprietary or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates licensed computer software; patents; trade secrets; copyrights; geological and geophysical information and data (including, without limitation, conventional and 3-D seismic data) licensed from third Persons, and such Seller’s proprietary interpretations thereof; economic analyses; and pricing forecasts; (i) all Employee Plansamounts due or payable to Seller as adjustments to insurance premiums related to the Assets for periods prior to the Effective Time; (j) all Claims of Seller for refunds of or any loss carry-forwards with respect to Property-Related Taxes and any assets income or franchise taxes relating to the Assets for periods prior to the Effective Time; (k) all audit rights and all amounts due or payable to Seller as refunds, adjustments, or settlements of any such agreementdisputes arising under the Leases, plan the Real Property Interests, the Permits, and the Contracts for periods prior to the Effective Time; (l) all trade credits and the proceeds of all accounts receivable, notes receivable, instruments, general intangibles, and other receivables due or arrangementpayable to Seller relating to the Assets that accrued prior to the Effective Time; (m) except as otherwise provided herein, all fees, rentals, proceeds, payments, revenues, rights, and economic benefits of every kind and character (and all security or other deposits made) payable to the owners of the Assets and that are attributable to the period prior to the Effective Time; and (n) Any intercompany receivables all interests, rights, property, and assets of Seller not located on or used in connection with the Assets or otherwise specifically included in the definition of the Business from the Seller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality AgreementAssets.

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include 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 which are not used in the conduct of the business of the Hospitals (herein referred to as the “Excluded Assets”"EXCLUDED ASSETS"): (a) Any cash or cash equivalents (including any marketable securities or certificates of deposit) of Supplies and inventory relating to the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included ProceedsHospitals; (b) All bank and other depository accounts of Notes receivable relating to the Seller Parties or any of their AffiliatesHospitals; (c) All claimsPrepaid assets relating to the Hospitals; (d) Prepaid expenses relating to the Hospitals; (e) Lease deposits paid by either Magellan or any Magellan Subsidiary as tenant in any lease relating to the Hospitals; (f) 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) Corporate seals, rights minute books, stock ledgers or other books and interests records pertaining to the organization, issuance of stock and capitalization of the Seller Parties Magellan Subsidiaries; (j) All rights, properties, and assets used by Magellan primarily in a business other than the Business and not reasonably necessary for the operation of the Business; (k) All rights, properties, and assets that shall have been transferred or disposed of by Magellan or any of their Affiliates its subsidiaries prior to the date of this Agreement or prior to Closing in the ordinary course of business; (l) 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 any refunds be transferred to Crescent under the Real Estate Purchase and Sale Agreement; (n) Any deferred tax asset of Taxes 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 fees unwritten, and future improvements and modifications, whether made by Magellan, a Magellan Subsidiary, OpCo or an OpCo Franchisee as defined in the 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 any nature whatsoever for Magellan and each Magellan Subsidiary; (r) Patient related software systems; (s) TRIMS system; (t) Purchasing/ordering systems; (u) Accounting systems; (v) 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 portions thereof) ending on or assets related to depreciation recapture relating to periods prior to the Closing Date; (dy) Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the Seller Parties or any of their AffiliatesDisproportionate Share Payments; and (oz) Any rights of or payment due Assets (including business records) required in order to provide the services to be provided by Magellan pursuant to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Franchise Agreement.

Excluded Assets. Notwithstanding anything to the foregoingcontrary set forth herein, neither the City nor the Hospital are transferring, conveying or assigning to SEARHC, and SEARHC is not acquiring from the City or the Hospital, the Purchased Assets following assets, which shall not include remain the following property of the City after the Closing (herein referred to as the “Excluded Assets”): (a) Any All cash or and cash equivalents (including, except as otherwise provided herein, Prepaid Expenses), including any investments in marketable securities or and certificates of deposit) of , and the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceedsaccounts in which those assets are deposited; (b) All bank Contracts and other depository accounts of contract rights identified on Schedule 1.2(b) (collectively, the Seller Parties or any of their Affiliates“Excluded Contracts”); (c) All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees Accounts Receivable; (d) All Agency Settlements; (e) All Employee Benefit Plans of any nature whatsoever applicable to the City’s or the Hospital’s employees who have provided services associated with the Business; (f) The deposits, escrows, prepaid expenses or other advance payments, claims for periods refunds and rights to offset in respect thereof, of the City or the Hospital relating to the Business and set forth on Schedule 1.2(f) (collectively, the “Prepaid Expenses”); (g) The corporate record books, minute books, corporate seals, and tax records of the City or portions thereof) ending the Hospital; provided, however that on or prior to the Closing DateEffective Time, the City will provide SEARHC with copies of the foregoing; (dh) Any rightsAll personnel records and other books and records of any kind that the City is required by applicable Law to retain in its own possession; provided, claims or causes however, that copies of action such books and records shall be provided to SEARHC at the Closing, to the extent included among the Transferred Records, unless prohibited by applicable Law; (i) All Claims of the Seller Parties City or any of their Affiliates the Hospital (whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or otherwise) against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets; (h) The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) The items designated in Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names All claims for refunds of Taxes, if any, and Marksother governmental charges of whatever nature; (k) All Intellectual Real Property owned by of the Seller Parties or any of their Affiliates (City, other than the Purchased Intellectual Property)Real Property Leases; (l) All records The property and documents relating to Excluded Assets or to liabilities other than Assumed Liabilitiesassets specifically described on Schedule 1.2(l); (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all All rights of the pension, profit sharing, welfare City or employee benefit agreements, plans the Hospital under this Agreement or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementagreement contemplated hereby; (n) Any intercompany receivables All insurance policies other than those described on Schedule 1.1(n); (o) All assets and rights of the Business from City or the Seller Parties or any of their AffiliatesHospital unrelated to the Business; and (op) Any rights All provider numbers (including CCN and NPI numbers) related to any Government Reimbursement Program associated with the Business other than those associated with the SNF and the HHA. For the avoidance of or payment due to doubt the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or Medicare provider agreement associated with the Confidentiality AgreementCAH Hospital is an excluded asset.