Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents; (b) all rights of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any provision of Sellers' rights, title or interests in the Transaction Documents to the contraryfollowing (collectively, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents;Any Contract that is not an Assumed Contract. (b) all rights All (i) shares of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and (iii) 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 any Seller arising under or of any other Person (other than the Transaction Documents;Joint Ventures). (c) all rights in All preference or avoidance claims and with respect to insurance policies actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Seller, except for those insurance policies listed on Schedule 2.1(h)Bankruptcy Code. (d) any governmental authorization listed in Schedule 2.1(e);Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) any assets of any Employee Plan;All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) refunds All rights to or claims for refunds refunds, overpayments or rebates of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at (i) Sellers or (ii) the Business for, or applicable to, any Retail Stores; taxable period (hor portion thereof) 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 generated or held by the Seller ending on or prior to the Closing DateDate (the "Pre-Closing Tax Period"), that are including any interest in and to any refund of any Taxes not used in, or otherwise attributable relating to the Wholesale Business;Business for any period. (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) any Cash owned by All rights under insurance policies and all rights in the Seller as nature of the Closing Date; andinsurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) all of the Excluded Assets All property and assets listed on Schedule 2.2(j)SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding any provision anything contained in the Transaction Documents Section 2.2 to --------------- the contrary, the Buyer agrees that none Acquired Assets shall not include any of the following assets, properties, rights or interests (the "Excluded Assets"): (A) All of the Seller (the “Excluded Assets”) shall be Acquired Assets: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents; (b) all rights of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed Sellers' cash on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds hand or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller deposit as of the Closing Date; (B) The 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, and other documents relating to the organization, maintenance, and existence of the Sellers as corporations and a limited partnership, respectively; (C) 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 the bulk sales laws of the applicable jurisdictions; (E) All accounts receivable, other than the Advertising Allowance, and notes, and other receivables and any security arrangements and collateral securing the repayment or other satisfaction of such accounts receivable and notes, and other receivables; (F) All agreements, commitments, contracts or similar arrangements and all rights thereunder, of the Sellers (i) related solely to the paging business, (ii) not included in the Purchased Contracts and (iii) not otherwise provided for herein, including, but not limited to, all agreements, commitments, contracts or similar arrangements and all rights thereunder primarily related to the Seller's paging customers (the "Excluded Agreements"); (G) Customer lists, credit information, the Sellers' accounting records and supplier pricing information; and (jH) all All assets, property, rights and claims of the Excluded Sellers (i) related solely to the paging business, except for the PageNet pagers included in the Inventory, (ii) not included in the Acquired Assets listed or the Inventory and (iii) not otherwise provided for herein, including, but not limited to, the Seller's paging customers and the excluded intellectual property assets set forth on Schedule 2.2(j2.4(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 any provision in the Transaction Documents to the contrary, the Buyer expressly understands and agrees that none of the following assets, properties, rights or interests assets and properties of Seller and the Seller Retained Subsidiaries (the “Excluded Assets”) shall be Acquired excluded from the Purchased Assets: (a) all of Seller’s and the consideration delivered to Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the Seller parties may agree will be retained by Buyer pursuant to the Transaction DocumentsPurchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights of the Seller arising thereunder (except for Buyer’s rights under the Transaction DocumentsSection 5.05); (c) all rights Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in and with respect to insurance policies Section 2.03 of the SellerDisclosure Schedule (the “Seller Trademarks and Tradenames”), except for those insurance policies listed on Schedule 2.1(h)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 governmental authorization listed in Schedule 2.1(ePerson 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) any the property and assets described in Section 2.03 of any Employee Planthe Disclosure Schedule; (f) refunds all rights of Seller or claims for refunds any of Taxes paid by the SellerRetained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores Purchased Assets sold or kiosks and otherwise disposed of in the leases, licenses and franchise agreements ordinary course of business during the period from the date hereof until the Closing Date in compliance 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;terms hereof; and (h) all tangible property located at any of Seller’s and the Retail Stores or Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller Business arising on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision in the Transaction Documents The Assets being contributed to the contrary, the Buyer agrees that none of Company shall exclude the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets: (a) Each Contributing Group’s cash on hand as of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsClosing Date and all other cash and cash equivalents in any 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 and similar investments; (b) all rights of Any Contracts other than the Seller arising under the Transaction DocumentsAssumed Contracts; (c) all rights in Any books and with respect records each Member is required by any Legal Requirement to insurance policies retain (subject to the right of the SellerCompany to access and to copy for a period of three years after the Closing Date), except for those insurance policies listed on Schedule 2.1(h)and such Member’s corporate minute books and other books and records related to internal corporate matters; (d) Any claims, rights and interest in and to 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; federal, state or local income or other Taxes, fees or assessments for periods (gor portions thereof) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller ending on or prior to the Closing Date, that are not used in, Date or otherwise attributable relating to the Wholesale Businessother Excluded Assets or Excluded Liabilities; (e) All judgments, choses in action or Proceedings of each Contributing Group relating to the ownership or operation of such Contributing Group’s Assets or conduct of such Contributing Group’s Activities prior to the Closing Date; (f) All Employee Plans, Compensation Arrangements and employment agreements unless any such Employee Plan, Compensation Arrangement or employment agreement is expressly included in the Assumed Contracts; (g) The account books of original entry, general ledgers, and financial records; (h) Medical records and personnel records to the extent required by Legal Requirements; (i) any Cash owned by the Seller as of the Closing Date; andInsurance policies and rights and claims thereunder; (j) all Contracts for the provision of the Excluded Assets listed on Schedule 2.2(j).wireless services to subscribers, Lifeline subscriber agreements and agreements with Lifeline agents;

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents Section 2.1 hereof to the contrary, the Buyer agrees that none of term “Assets” shall exclude the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) The corporate minute books and stock ledgers of the consideration delivered Seller, all correspondence with Investors dealing with Investor relations or the governance of the Seller, all files, communication or other documentation and correspondence protected by attorney client privilege or related to causes of action asserted in that action captioned “New N.O. Crescent City Investors, L.L.C. and Crescent City Investors, Inc. versus ▇▇▇▇’▇ ▇▇▇▇▇ Steak House, Inc.”, 24th Judicial District Court for the Seller by Buyer pursuant Parish of Jefferson, State of Louisiana Docket No. 615-283, Division “D” (“the Litigation”) and personal files of Queyrouze not related to the Transaction DocumentsSeller’s Business; (b) all rights of the All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan; medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan; employee stock ownership, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan; severance plan; or other similar plan relating to Seller arising under the Transaction Documentsor its employees; (c) All claims and rights of Seller under all causes of action, choses of action, rights in and of recovery, warranty rights with respect to insurance policies assets other than Purchased Assets, rights of the set off, rights of recoupment, accounts receivable and credit card company payments relating to Seller, except for those insurance policies listed ’s Business and accrued prior to Closing and all deposits and security in respect of any Real Property Lease and as appearing on Schedule 2.1(h2.2(c); (d) any governmental authorization listed Personal memorabilia owned by Queyrouze on display in the various restaurants or otherwise contained in the various restaurants and as appearing on Schedule 2.1(e2.2(d); (e) any assets of any Employee Plan;Equipment, furniture or furnishings owned by Queyrouze and used exclusively by Queyrouze which are contained in an office used exclusively by Queyrouze and as appearing on Schedule 2.2(e); and (f) refunds or claims Except for refunds of Taxes paid by the Working Cash, any other cash on hand, cash in Seller; (g) all Seller operated, license operated ’s bank accounts and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks escrow accounts 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)cash equivalents.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, the Buyer agrees that none following assets are not intended by the parties to be a part of the following assets, properties, rights or interests of sale and purchase contemplated hereunder and are excluded from the Seller Purchased Assets (the “Excluded Assets”) shall be Acquired Assets: ): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents; cash and cash equivalents, marketable securities and other investments (including Sellers’ Affiliates’ partnership interest in Houston Rehabilitation Associates and Rehabilitation Hospital of Nevada – Las Vegas, Inc.’s partnership interest in Rehabilitation Hospital of Nevada-Las Vegas, L.P.); (b) insurance policies and programs, all rights related premiums and refunds, employee benefit and pension plans (including all assets and proceeds of all the Seller arising under the Transaction Documents; foregoing) and records relating thereto, except as set forth in Section 10.9; (c) all rights in organizational documents, corporate records and with respect to insurance policies stock books of the Seller, except for those insurance policies listed on Schedule 2.1(h) Sellers or their Affiliates; (d) rights that accrue or will accrue to Sellers under this Agreement and any governmental authorization listed in Schedule 2.1(e); other agreements, certificates and instruments relating to the transaction; (e) any assets all rights, title, and interest of any Employee PlanSellers and their Affiliates in and to the name “HealthSouth; ” (f) refunds or claims rights to settlement and retroactive adjustments, if any, for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller open cost reporting periods ending on or prior to the Closing Date, Date (whether open or closed) arising from or against the U.S. Government under the terms of the Medicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that are not used in, settle on a cost report basis (“Agency Receivables”); (g) the Excluded Contracts; (h) all rights relating to Taxes for periods ending on or otherwise attributable prior to the Wholesale Business; Closing, including claims, refunds and loss carryforwards; (i) any Cash owned by the Seller as of computer software systems and other intellectual property listed on Schedule 2.2(i) (the Closing Date“Excluded Intellectual Property”); and (j) all accounts receivable generated in connection with the operations of the Excluded Assets listed Facilities prior to Closing; (k) all intercompany receivables and payables and (l) those assets specifically identified on Schedule 2.2(j2.2(l), which Schedule includes a list of assets that are not owned by Sellers, are not used in connection with the operation of the Facilities, but which assets are located at the Facilities; and (m) all HealthSouth policies and procedures.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrarySection 1.1, the Buyer agrees that none of Purchased Assets do not include the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered 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 by Buyer pursuant to the Transaction Documentsas a limited liability company, and all payroll, personnel and employment records for all current or former employees of Seller; (b) all rights of the Seller arising under the Transaction DocumentsRemoved Real Property; (c) all rights in Contracts that are not Assigned Contracts (including, for the avoidance of doubt, the Management Services Agreement, which Management Services Agreement shall be mutually terminated by the parties thereto and with respect evidence thereof delivered to insurance policies of Buyer at or prior to the Seller, except for those insurance policies listed on Schedule 2.1(hClosing); (d) all cash of Seller other than any governmental authorization listed in Schedule 2.1(e)on account of the Home Sale Contract Deposits; (e) any assets Seller’s insurance policies, including premium adjustment, and prepaid insurance premiums, along with all claims, causes of any Employee Planaction, proceeds or other rights under such policies; (f) refunds all Tax Returns of Seller and all books, documents or claims records related to Taxes of Seller (for refunds the avoidance of doubt, other than books and records or documents relating to Taxes paid by imposed on the SellerPurchased Assets, as described in Section 1.1(e)); (g) all Seller operatedTax assets or attributes of Seller, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores including refunds, except any refunds or kiosks and the leases, licenses and franchise agreements credits for Property Taxes with respect thereto, including footprint stores in special venues such as within to the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses Purchased Assets that are allocable to a Tax period (or portion thereof) beginning after the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresClosing Date; (h) all tangible property located at any employee-related or employee benefit-related plans, files or records of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSeller; (i) all rights of Seller under this Agreement or any Cash owned by the Seller as of the Closing DateTransaction Document; and (j) all of any claims against any Person to the extent such claims exclusively relate to Excluded Assets listed on Schedule 2.2(j)or Excluded Liabilities.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer agrees that none of Purchased Assets shall not include the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the consideration delivered to cash management system of Seller, including uncleared checks and drafts received or deposited for the Seller by Buyer pursuant to the Transaction Documentsaccount of Seller; (b) all rights of under any Contracts, including those listed on Schedule 2.02(b), but excluding the Seller arising under the Transaction DocumentsAssumed Contracts; (c) all rights in Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)such Company Plans; (d) any governmental authorization listed in Schedule 2.1(e)Intellectual Property of Seller not Related to the Business; (e) any assets Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of any Employee PlanSeller and its company seal; (f) refunds all rights, claims, credits, causes of action or claims for refunds rights of Taxes paid by set-off that Seller may have arising under this Agreement or as a result of the Sellerconsummation of the transactions contemplated hereby; (g) all any refunds of Taxes for any Pre-Closing Tax Period or for which Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating is liable pursuant to Retail Stores and personal property located at any Retail StoresSection 6.12; (h) all tangible property located at any the Tax Returns and Tax records and reports of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and Seller other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, than those that are not used in, or otherwise attributable to the Wholesale BusinessPurchased Assets; (i) all insurance policies of Seller, including claims thereunder and any Cash owned claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by the Seller as of the Closing Date; andprior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Excluded Assets listed Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.2(j2.02(m).

Excluded Assets. Notwithstanding any provision in the Transaction Documents Subject to the contraryterms of this Agreement, the Buyer agrees that none of the following 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 Seller foregoing, shall expressly exclude the following assets of Reliant (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) all rights of Reliant arising under this Agreement, the consideration delivered to Other Agreements or from the Seller by Buyer pursuant to consummation of the Transaction Documentstransaction contemplated hereby or thereby; (b) all rights of the Seller arising enforcement, indemnification and similar matters under the Transaction DocumentsAssigned Contracts and Orders related to any periods 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 rights rights, title and interest of Reliant in and with respect to insurance policies of any Intellectual Property, whether now existing or hereafter developed or acquired (including the Seller, except for those insurance policies listed on Schedule 2.1(h)Reliant Brands) other than the Product Intellectual Property; (d) any governmental authorization listed all rights, title and interest of Reliant in Schedule 2.1(e)and to the Nizatidine Supply Agreement except as otherwise assigned to Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (e) any assets all rights, title and interest in and to the Product outside of any Employee Planthe Territory, other than the license rights granted to Purchaser in Section 2.6(a)(ii); (f) refunds or claims for refunds all rights, title and interest of Taxes paid by Reliant in and to Axid IR NDA and the Seller;IND (subject to the Purchaser’s right of reference under Section 2.6(g)); and (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements accounts receivable (including any payments received with respect thereto on or after the Closing, unpaid interest accrued on any such accounts receivable and any security or collateral related 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 arising from sales of the Retail Stores or Product prior to the Leased Property, accounts receivable, notes receivable, prepaid expenses Closing and other current assets of the Seller generated or held by the Seller that are accrued but unpaid on or prior to the Closing DateDate (collectively, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j“Accounts Receivable”).

Excluded Assets. Notwithstanding any provision Any assets of Sellers that are not described on otherwise identified as Assets in the Transaction Documents to the contrarySection 2.01, the Buyer agrees that none together with all of the following assets, propertiesshall not constitute Assets and shall not be sold, rights assigned or interests of the Seller conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents of Sellers; (b) all rights corporate and financial records of Sellers (other than the Seller arising under the Transaction DocumentsData contemplated by Section 2.01(f)) and all Excluded Records; (c) all rights in and with respect Contracts of insurance or indemnity, subject to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any governmental authorization listed in Schedule 2.1(e)period of time prior to the Closing Date; (e) any assets all rights, claims, demands and causes of any Employee Planaction of Sellers under this Agreement; (f) refunds 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 claims for refunds to enforce payment and credits of Taxes paid by any Seller except to the Sellerextent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) all Seller operated, license operated any refund of costs or expenses borne by Sellers and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesnot 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 tangible property located at variations and derivations thereof and any Trademarks containing any of the Retail Stores 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 Leased extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, accounts receivableall Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, notes receivableincluding Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, prepaid expenses and other current assets all audit rights arising under any of the Seller generated Applicable Contracts or held by the Seller on or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not used in, or otherwise attributable assignable to Buyer pursuant to this Agreement after giving effect to the Wholesale BusinessSale Order; (iw) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any Cash owned by 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 Seller as business of Sellers other than the Closing DateBusiness; and (jz) all of the any assets or properties otherwise expressly identified as Excluded Assets listed on Schedule 2.2(j)under this Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents Except to the contraryextent expressly set forth in a separate written agreement executed between Sellers and Purchaser making specific reference to this Agreement, the Buyer agrees Sellers and Purchaser expressly understand and agree that none of the following Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights rights, contracts or interests claims other than the Assets, including without limitation any of the Seller following (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the All minute books and other corporate records of any Seller by Buyer pursuant to the Transaction Documentsand its affiliates; (b) all rights All insurance policies and 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 arising under Locations following the Transaction Documentsdate hereof); (c) all rights in All cash, cash equivalents, refunds and with respect to insurance policies accounts receivable of the Seller, except for those insurance policies listed on Schedule 2.1(h)a Seller and its affiliates; (d) any governmental authorization listed in Schedule 2.1(e)All tax refunds, credits and benefits with respect to the Assets to the extent the same relate to periods before the Closing; (e) any assets of any Employee PlanSellers’ beer permits and lottery agreements; (f) refunds or claims for refunds All trademarks, patents, copyrights and other intellectual property of Taxes paid by a Seller and its affiliates, except the Sellertrade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, which are being conveyed to Purchaser as set forth in Section 1.1(g) above; (g) all All deposits and prepaid expenses for which a Seller operatedis not given credit pursuant to Section 4.7 hereof; (h) All properties, license operated assets, rights and franchise operated business interests of Sellers and their respective affiliates situated at sites other than the Locations; (i) All personal property owned by any third-party at the Locations as particularly identified on Schedule 1.2(i) as being vendor supplied or leased (the “Excluded Personal Property”); (j) All reimbursements to which any Sellers are entitled under any state petroleum storage tank fund for Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by Sellers for claims relating to a Location; (k) All records, files, ledgers, journals, tax returns, tax records, business and financial records, and the like of each Seller (excluding the Books and Records); (l) ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect theretoPetroleum’s wholesale gas distribution business, including footprint stores in special venues such as within the premises of manufacturing facilitiesits consignment sales operations, and kiosks and cafes located in grocery storesall assets thereof, hotels, hospitals, airports and university campuses (the “Retail Stores”) Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all leased or owned properties relating assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to Retail Stores the Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and personal property located at any Retail Stores▇▇▇▇▇▇ Petroleum’s blending operation; (hm) all tangible property located at any The claim against the Town of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing DateMosheim described in Schedule 5.4; and (jn) all of The assets to be sold under the Excluded Assets listed on Schedule 2.2(j)LGO Asset Purchase Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Buyer agrees that none of the following assets(collectively, properties, rights or interests of the Seller (the “Excluded ReShape Assets”) shall not be Acquired part of the sale and purchase contemplated hereunder, and are excluded from the ReShape IGB Assets, and shall remain the property of Apollo after the Closing: (a) any assets of ReShape or its Affiliates, not exclusively used in the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsReShape IGB Business; (b) any Tax Returns and Tax records of ReShape, and all Tax assets of ReShape and its Affiliates, including all losses, loss carryforwards and rights to receive refunds, credits, advance payments, and loss carryforwards to the extent attributable to Taxes of the Seller arising under the Transaction DocumentsReShape that constitute Excluded ReShape Liabilities; (c) all rights in and with respect to insurance policies of and Claims thereunder, in each case relating to the Seller, except for those insurance policies listed on Schedule 2.1(h)ReShape IGB Business prior to Closing; (d) all cash, cash equivalents and/or Accounts Receivable of ReShape or any governmental authorization listed in Schedule 2.1(e)of its Affiliates; (e) all real property interests of ReShape or any assets of any Employee Planits Affiliates; (f) refunds any assets of ReShape or claims for refunds any of Taxes paid by its Affiliates, tangible or intangible, wherever situated, not included in the SellerReShape IGB Assets; (g) all Seller operatedminute books and corporate seals, license operated stock books, Tax Returns and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores similar records of ReShape or kiosks any of its Affiliates other than the ReShape IGB Books 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 StoresRecords; (h) all tangible property located at claims and counterclaims relating to any of the Retail Stores Excluded ReShape Liabilities or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business;Excluded ReShape Assets; and (i) all claims, remedies and/or rights of ReShape under the terms of this Agreement or any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Transactional Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary set forth herein, neither the Buyer agrees that none of City nor the Hospital are transferring, conveying or assigning to SEARHC, and SEARHC is not acquiring from the City or the Hospital, the following assets, properties, rights or interests which shall remain the property of the Seller City after the Closing (the “Excluded Assets”) shall be Acquired Assets:): (a) All cash and cash equivalents (including, except as otherwise provided herein, Prepaid Expenses), including investments in marketable securities and certificates of deposit, and the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsaccounts in which those assets are deposited; (b) all All Contracts and contract rights of identified on Schedule 1.2(b) (collectively, the Seller arising under the Transaction Documents“Excluded Contracts”); (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)All Accounts Receivable; (d) any governmental authorization listed in Schedule 2.1(e)All Agency Settlements; (e) any assets All Employee Benefit Plans of any Employee Plannature whatsoever applicable to the City’s or the Hospital’s employees who have provided services associated with the Business; (f) refunds The deposits, escrows, prepaid expenses or other advance payments, claims for refunds and rights to offset in respect thereof, of Taxes paid by the SellerCity or the Hospital relating to the Business and set forth on Schedule 1.2(f) (collectively, the “Prepaid Expenses”); (g) all Seller operatedThe corporate record books, license operated minute books, corporate seals, and franchise operated tax records of the City or the Hospital; provided, however that on or prior to the Effective Time, the City will provide SEARHC with copies of the foregoing; (h) All personnel records and other books and records of any kind that the City is required by applicable Law to retain in its own possession; provided, however, that copies of 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 City or the Hospital (whether ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leasesinchoate, licenses and franchise agreements with respect theretoknown or unknown, 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”contingent or otherwise) and all leased or owned properties against third parties relating to Retail Stores and personal property located at any Retail Storesthe Excluded Assets; (hj) all tangible property located at any All claims for refunds of the Retail Stores or the Leased PropertyTaxes, accounts receivableif any, notes receivable, prepaid expenses and other current assets governmental charges of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businesswhatever nature; (ik) any Cash owned by the Seller as All Real Property of the Closing DateCity, other than the Real Property Leases; (l) The property and assets specifically described on Schedule 1.2(l); (m) All rights of the City or the Hospital under this Agreement or any agreement contemplated hereby; (n) All insurance policies other than those described on Schedule 1.1(n); (o) All assets and rights of the City or the Hospital unrelated to the Business; and (jp) all All provider numbers (including CCN and NPI numbers) related to any Government Reimbursement Program associated with the Business other than those associated with the SNF and the HHA. For the avoidance of doubt the Excluded Assets listed on Schedule 2.2(j)Medicare provider agreement associated with the CAH Hospital is an excluded asset.

Excluded Assets. Notwithstanding any provision anything contained in the Transaction Documents Section 2.1 to the contrary, the Seller is not selling, and the Buyer agrees that none is not purchasing, any of the following assets, properties, rights or interests assets of the Seller (except to the extent that such assets are assets directly owned by EMS Brazil), all of which shall be retained by the Seller (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) all of the consideration delivered Seller’s cash and cash equivalents as of 11:59 p.m. Atlanta, Georgia time on the day immediately prior to the Seller by Buyer pursuant to the Transaction DocumentsClosing Date; (b) all rights the Seller’s corporate books and records of the Seller arising under the Transaction Documentsinternal corporate proceedings, Tax Returns, taxpayer and other identification numbers; (c) all rights in the following names and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)marks and any variation or derivation thereof: “EMS,” “EMS Technologies” and “EMS Wireless”; (d) any governmental authorization listed in Schedule 2.1(e)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 thereunder; (h) except as specifically provided in Section 5.6, any assets of relating to any Employee Plan; (fi) refunds all rights, claims and causes of action to the extent relating to any Excluded Asset or claims for refunds of Taxes paid by the Sellerany Excluded Liability; (gj) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Datelisted in Exhibit G; and (jk) all rights of the Excluded Assets listed on Schedule 2.2(j)Seller under the Transaction Documents.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, the Buyer agrees that none Acquired Assets shall not include any of the following assets(collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) each Seller’s rights under this Agreement and the consideration other Transaction Documents (including the right to receive the Purchase Price delivered to the Seller by Buyer Sellers pursuant to the Transaction Documentsthis Agreement); (b) all rights Accounts Receivable and cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits, securities, securities entitlements, instruments and other investments of Sellers and all bank accounts and securities accounts, to the extent any of the Seller arising under the Transaction Documentsforegoing are not ▇▇▇▇▇ Cash; (c) all rights Documents prepared in connection with this Agreement or the transactions contemplated hereby or primarily relating to the Bankruptcy Cases, all minute books, corporate records (such as stock registers) and organizational documents of Sellers and the Retained Subsidiaries, Tax Returns and other Tax work papers (provided that Sellers shall provide Buyer with respect reasonable access thereto and copies thereof (at Buyer’s cost in the case of copies) to insurance policies of the Sellerextent related to the Business, except for those insurance policies listed on Schedule 2.1(hthe 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 governmental authorization Contract that is not an Assigned Agreement, including the Contracts listed on Schedule 2.2(d), which Schedule may be modified in Schedule 2.1(e)accordance with Section 7.5; (e) any assets Tax refunds, rebates or credits of Sellers other than refunds of any Employee PlanProperty Taxes that are received by or credited to Buyer after the Closing Date with respect to any post-Closing period or that were paid by Buyer; (f) refunds or all Claims and Proceedings of Sellers other than Claims described in Section 2.1(m), including, for the avoidance of doubt, commercial class action claims for refunds that do not affect the continued operation of Taxes paid by the SellerBusiness; (g) all Seller operated, license operated funding vehicles and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises assets 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 StoresEmployee Benefit Plans; (h) all tangible property located at any of security deposits or pre-paid expenses (other than the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or Prepaid Expenses) paid prior to the Closing Date, that are Date and not used in, or otherwise attributable to associated with the Wholesale BusinessAcquired Assets; (i) all insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights to proceeds thereof (other than as described in Section 2.1(p)); (j) the Financed Equipment and any Cash owned by Inventory or Equipment not described in Sections 2.1(c), 2.1(d) or 2.1(r); (k) all Vendor Displays, solely to the Seller extent not assignable; (l) all Merchandise, Proceeds, Additional Agent Merchandise, Additional Agent Merchandise Proceeds, Distribution Center Merchandise, In-Transit Merchandise, Owned FF&E (in each case, as defined in the Liquidation Agreement) and proceeds of any of the Closing Dateforegoing; excluding, for the avoidance of doubt, any Owned FF&E that is (i) not located at a Store and (ii) used in connection with the online and telephonic customer support services, IT support services and related functions supporting the Business or otherwise constituting IT Assets; and (jm) all assets, properties, rights, interests, and claims of every kind and description of any Sellers which (A) are not Acquired Assets, (B) are neither used nor held for use in the Excluded Assets listed Business, or (C) are described on Schedule 2.2(j2.2(m).

Excluded Assets. Notwithstanding any provision in the Transaction Documents of this Agreement to the contrary, the Buyer agrees that none Owned Assets shall not include any of the following assets(collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:"EXCLUDED ASSETS"): (a) Any and all cash, bank deposits and other cash equivalents, certificates of deposits, marketable securities, cash deposits made by or on behalf of the consideration delivered Facility Owners to secure contract obligations (except to the Seller by Buyer pursuant to the Transaction Documents;extent included under Section 2.1(b)(iii) or Sunrise receives a credit therefor under Section 2.5). (b) Any and all rights in and to claims or causes of action of SDI, SALII or the Facility Owners or any of their Affiliates against third parties (including, without limitation, for indemnification) with respect to, or which are made under or pursuant to the Owned Assets or the Excluded Assets, and which arose prior to the date of Closing, it being specifically agreed that Sunrise shall be responsible for all costs and expenses (including attorney's fees) incurred in connection with the prosecution of such claims or causes of action; provided, however, Owned Assets shall include rights in and to any such claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty or a contract obligation to complete improvements, make repairs or deliver services to any of the Seller arising under the Transaction Documents;Facilities. (c) All prepaid expenses (and rights arising therefrom or related thereto) except to the extent taken into account in determining the adjustment amount under Section 2.5. (d) Intentionally deleted (e) All contracts of insurance, all coverages and (subject to Section 13.17 below) proceeds thereunder and all rights in and connection therewith, including, without limitation, rights arising from any refunds due with respect to insurance policies premium payments to the extent they relate to such insurance policies. After the Closing, the placement of insurance shall be governed by the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan;Management Agreement. (f) refunds All tangible personal property disposed of or claims for refunds consumed at or in connection with the First Closing Facilities between the date hereof and the First 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 provisions of Taxes paid by the Seller;this Agreement. (g) To the extent now or hereafter held by or issued in the name of SDI, SALII, SDI, Manager or their Affiliates (other than the Facility Owners) and not transferable or assignable under applicable law, all Seller operatedLicenses (and any renewals, license operated extensions, amendments or modifications thereof), provided, however, that SDI and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks SALII shall, and shall cause Manager and the leasesAffiliates of SALII and Manager, licenses and franchise agreements with respect theretoto fulfill their obligations as set forth in Section 6.12 to have such Licenses transferred or reissued in the names of the appropriate Facility Owner, including footprint stores in special venues or such other party 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;Investor may direct. (h) Any and all tangible property located at rights of SALI, or any of its Affiliates with respect to the use of (i) all trade names, 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 Facilities, (ii) all registrations, applications and licenses for any of the Retail Stores foregoing, and (iii) any additional such items acquired or used by SALI or its Affiliates in connection with the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets operation of the Seller generated or held by Facilities between the Seller on or prior to date hereof and the First Closing DateDate (collectively, the "INTELLECTUAL PROPERTY"), provided, however, that are not used in, Investors or otherwise attributable their Affiliates shall have the right to use the Wholesale Business;Intellectual Property in connection with the operation of the Facilities for so long as the Management Agreements with Manager govern operation of the Facilities. (i) any Cash owned by All corporate minute books, corporate seals, stock transfer records and other corporate records (except to the Seller as extent such records pertain primarily to or are used primarily in the operation of the Closing Date; andFacilities) and any records relating to Excluded Assets and to liabilities other than the Assumed Obligations. (j) Personal property of all officers or employees of Sunrise located in their respective personal offices at the Excluded Assets listed on Schedule 2.2(j)Facilities.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing, the Buyer agrees that none of the following assets, properties, assets and rights or interests of the Seller (the “Excluded Assets”) shall be Acquired are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (ai) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents of Sellers, but excluding any security deposits; (bii) all rights of the ownership interests in each Seller arising under the Transaction Documentsand DSI’s ownership interest in Strategic; (ciii) all each Sellers’ articles of incorporation, bylaws, memorandum of association or articles of association, as applicable (collectively, “Organizational Documents”), qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other 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 in and to receive Tax refunds with respect to insurance policies of Tax periods (or portions thereof) ending on or prior to the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Closing Date to the extent such Taxes were paid by the Seller; (g) all Seller operatedSellers, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements Tax Returns 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 to Tax periods (the “Retail Stores”or portions thereof) 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 generated or held by the Seller ending on or prior to the Closing Date, that are not used inand any notes, worksheets, files or otherwise attributable to the Wholesale Businessdocuments relating thereto; (iv) receivables owed to Sellers from Shareholders, directors, officers, employees, consultants or Affiliates; (vi) the Purchase Price and all other rights of Sellers under or pursuant to this Agreement and the Ancillary Agreements; (vii) insurance policies owned or maintained by Seller and claims thereunder, including insurance policies on the lives of any Cash owned by Shareholders, and the Seller as of cash surrender values and prepaid premiums with respect to such policies; (viii) the Closing DateEmployee Plans and all assets and contracts related thereto, and all assets held with respect thereto; and (jix) all other assets and properties of the Excluded Assets Seller specifically listed or described on Schedule 2.2(j2.1(c)(ix).

Excluded Assets. Notwithstanding any provision The Purchaser shall acquire only the Purchased Assets from the Sellers. In furtherance and not in limitation of the Transaction Documents to the contraryforegoing, the Buyer agrees that none following properties, assets and rights of the following assets, properties, rights or interests of Business and the Seller Sellers (the “Excluded Assets”) shall not be Acquired transferred to the Purchaser and, accordingly, are not a part of the Purchased Assets: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash and cash equivalents; (b) all rights accounts receivable and 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 the Seller arising which are more particularly described under the Transaction Documentsrelevant caption on “List of Excluded Assets” at Exhibit C hereto; (c) all rights in retainage and with respect to insurance policies reserve amounts not being acquired by Purchaser hereunder on the First Closing Date or the Second Closing Date, certain of which are more particularly described under the Seller, except for those insurance policies listed relevant caption on Schedule 2.1(h)“List of Excluded Assets” at Exhibit C hereto; (d) any governmental authorization listed in Schedule 2.1(e)other assets not being acquired by Purchaser hereunder on the First Closing Date or the Second Closing Date, certain of which are more particularly described under the relevant caption on “List of Excluded Assets” at Exhibit C hereto; (e) any assets corporate minute books, stockholder records, tax records, personnel records and other books and records of any Employee Planthe Business, other than the Business Records; (f) refunds or claims for refunds of Taxes paid by all intellectual property other than the SellerPurchased Intellectual Property; (g) except as provided in Sections 2.1(m) and 2.2(l), all Seller operated, license operated rights (i) under the Sellers’ insurance policies and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements any rights to refunds due with respect theretoto such insurance policies and (ii) under or pursuant to all warranties (express or implied), including footprint stores in special venues such as within the premises of manufacturing facilities, representations and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties guarantees made by third parties relating to Retail Stores and personal property located at any Retail StoresExcluded Assets; (h) all tangible property located at any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses invoices and other current assets of documentation and records evidencing the Seller generated or held 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 covered by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business;Purchased Contracts; and (i) any Cash owned by the Seller as all rights of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Sellers under this Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, from and after the Buyer agrees Closing, Sellers shall retain all of their existing right, title and interest in and to any and all assets that none of are not Purchased Assets, and there shall be excluded from the sale, conveyance, assignment or transfer to Purchaser hereunder, and the Purchased Assets shall not include, the following assets(collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) any asset or class of assets excluded from the consideration delivered to defined terms set forth in Sections 2.l(a) through (m) by virtue of the Seller by Buyer pursuant to the Transaction Documentslimitations expressed or implied therein; (b) all rights cash and cash equivalents, including Sellers’ bank accounts, but excluding cash flows under, and any accounts created pursuant to, any Servicing Agreements or any net profits generated by operation of the Seller arising under Business on or after the Transaction DocumentsClosing Date; (c) all rights in Tax Returns of Sellers or any of their Affiliates and with respect all Books and Records (including working papers) related thereto, other than any such Tax documents related to insurance policies of the SellerPurchased Assets, except for those insurance policies listed on Schedule 2.1(h)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 any governmental authorization listed in Schedule 2.1(e)other rights or Claims of any nature other than the Assumed Rights and Claims, including to any claims of any nature relating to early payment default claimants; (e) any the Plans and all rights or Liabilities in connection with and assets of any Employee Planthe Plans; (f) refunds or claims for refunds any rights, demands, claims, actions and causes of Taxes paid by action constituting avoidance actions of Sellers’ estate under Chapter 5 of the SellerBankruptcy Code, including any and all proceeds of the foregoing; (g) all Seller operated, license operated of Sellers’ rights and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks causes of action arising under Section 502 and 503 of the leases, licenses Bankruptcy Code 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 StoresRule 3007 thereunder; (h) all tangible property located at 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 Retail Stores rights of Sellers under this Agreement (or any agreements between either Seller, on the Leased Propertyone hand, accounts receivableand Purchaser or any of its Affiliates, notes receivableon the other hand, prepaid expenses entered into on or after the date of this Agreement); (j) all insurance policies and other current assets insurance proceeds that Sellers or any of their Affiliates have a right to receive as of the Seller generated Closing and that relate to events, circumstances or held by occurrences prior to the Seller 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, that are Date and (ii) not used in, or otherwise attributable Related to the Wholesale BusinessBusiness related to any taxable period (or portion thereof); (il) the Purchase Price and any Cash owned by rights Sellers may have to the Seller as Indemnification Holdback Amount pursuant to this Agreement and the Escrow Agreement; (m) all rights, claims and causes of the Closing Dateaction relating to any Excluded Asset or any Retained Liability; and (jn) all of the Excluded Assets listed on Schedule 2.2(j)Contracts.

Excluded Assets. Notwithstanding any provision the foregoing, except to the extent of rights expressly provided in the Transaction Documents to the contraryTransition Services Agreement, the Buyer agrees that none 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 will not consist of, all of Seller’s right, title and interest in and to the following assets, properties, rights or interests of the Seller properties (the “Excluded Assets”) shall be Acquired Assets:): (ai) except as set forth in Section 6.13, all cash or cash equivalents, including all marketable securities, certificates of deposit and other similar liquid Assets, at the consideration delivered to time of the Seller by Buyer pursuant to the Transaction DocumentsClosing; (bii) all rights bank and other depository accounts and safe deposit boxes of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (giii) all Seller operatedrefunds of and credits for Taxes, license operated Income Taxes and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks other Tax assets 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 Tax loss carry forwards relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any of the Retail Stores period or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller portion thereof ending on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (iiv) any Cash Employee Benefit Plans (including any Multiemployer Plan) and Assets (including any related insurance proceeds) of, or any rights of 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 or any of 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 “Excluded Contracts”); (vii) except as set forth on Schedule 2.2(a)(ii) and other than Purchased 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; (viii) the Governmental Authorizations, pending applications therefor or renewals thereof, set forth on Schedule 2.2(b)(viii); (ix) all insurance policies of Seller related to the Business and, subject to Section 6.13, any Claims or rights thereunder; (x) any intercompany Accounts Receivable between Seller and Seller’s Affiliates (other than Wesco Holdings, Inc. and its Subsidiaries); (xi) (a) all Intellectual Property owned by Seller (including Background Proprietary Information of 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”); (xii) all Tax and Income Tax books and records and all Income Tax Returns and Tax Returns of Seller; (xiii) 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 on 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 Closing Dateconduct 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, businesses and operational or business units of Seller, 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 the Engineering Services Agreement; (xvi) 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 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 arising under or relating to the foregoing documents and agreements; and (jxix) all of the Excluded Assets listed on tangible property and other assets set forth in Schedule 2.2(j2.2(b)(xix).

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrarygenerality of Section 1.1, the Buyer agrees that none of the following those assets, propertiesproperties and rights of Seller and its Affiliates described below, rights or interests together with any assets described on Schedule 1.2 of the Seller Disclosure Letter, shall be retained by Seller or an Affiliate of Seller as the case may be (collectively, the “Excluded Assets”) and shall not be Acquired Assetsconveyed to Buyer: (a) all Accounts Receivable as of the consideration delivered Cutoff Date and all Medicare and Medicaid incentive payments (“EHR Funds”) for meaningful use of electronic health record technology (inclusive of any EHR Funds received by Seller in or with respect to the Seller by Buyer pursuant to the Transaction Documentsits fiscal year ending June 30, 2011), in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (b) all cash, cash equivalents, marketable securities and rights to bank accounts existing as of the Seller arising under the Transaction DocumentsCutoff Date; (c) all rights in deposits, advances, pre-paid expenses and with respect to insurance policies credits existing as of the SellerCutoff Date (collectively, except for those insurance policies listed on Schedule 2.1(hthe “Seller Deposits”); (d) any governmental authorization listed in Schedule 2.1(e)the names SunLink, SunLink Health Systems, SunLink Healthcare and HealthMont of Georgia and all iterations thereof; (e) any assets of any Employee PlanPermit that by its terms or by law is not transferable to Buyer; (f) refunds or all receivables, claims for refunds and settlements made pursuant to the Indigent Care Trust Fund of Taxes the State of Georgia (“ICTF”) paid by with respect to the State of Georgia’s fiscal year ending June 30, 2012; (g) the charter documents of the Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller; (gh) all Seller operatedany rights to causes of action, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leaseslawsuits, licenses and franchise agreements with respect theretojudgments, including footprint stores in special venues such as within the premises of manufacturing facilitiesclaims, defenses, and kiosks and cafes located in grocery storesdemands, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased of any nature available to 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 generated or held being pursued by the Seller on or prior with respect to the Closing Date, that are Excluded Assets or the Excluded Liabilities (as defined below) whether or not used in, accrued and whether or otherwise attributable to not disclosed and all rights and defenses in respect of obligations or liabilities not assumed by the Wholesale BusinessBuyer; (i) all refunds, loss carryforwards, claims and defenses, of whatever nature relating to taxes (including without limitation any Cash owned by the Seller as of the Closing Date; andinterest or penalties and amounts due state unemployment authorities) or insurance arising during or relating to any period prior to Closing; (j) all of Seller records relating to the Excluded Assets listed and Excluded Liabilities (as defined below); (k) all ownership and other rights in connection with and the assets of Seller’s or its Affiliates’ employee benefit plans, and contracts or agreements related thereto; (l) all rights to proceeds from liability insurance policies relating to claims arising with respect to any Excluded Assets or Excluded Liabilities (as defined below) and all rights to proceeds of property casualty insurance paid to Seller or, payable to Seller to the extent such amounts reimburse Seller for amounts previously expended to repair or replace any Purchased Asset; (m) unless Buyer makes an election to include them pursuant to Section 1.1 of this Agreement, Seller’s Medicaid or Medicare provider numbers and any related Contracts and authorizations; (n) all rights of Seller under this Agreement and its related documents; (o) the Contracts, Equipment and other tangible personal property described on Schedule 2.2(j)1.2 of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents Section 2.1 to the contrary, it is hereby expressly acknowledged and agreed that the Buyer agrees that none of the following assetsPurchased Assets shall not include, properties, rights or interests and neither Seller nor any of the 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 (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”) shall be Acquired Assets:"): (a) the consideration delivered to the any cash, cash equivalents, bank deposits or similar cash items of Seller by Buyer pursuant to the Transaction Documentsor any Affiliate of Seller; (b) all rights any Proprietary Subject Matter of Seller or any Affiliate of Seller or Intellectual Property in and to the same that is not used or held for use primarily in the operation or conduct of the Seller arising under the Transaction DocumentsBusiness; (c) all rights in any (i) confidential personnel and with respect medical records pertaining to insurance policies any Business Employee other than the Transferred Employees; (ii) books and records that Seller or any Affiliate of Seller is required by Law to retain or that Seller reasonably determines are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of such retained books and records that relate to the Business or any of the Seller, except Purchased Assets; and (iii) the information management systems of Seller and any Affiliate of Seller other than (A) those used or held for those insurance policies use primarily in the operation or conduct of the Business and contained within computer hardware included as a Purchased Asset pursuant to Section 2.1 or (B) listed on Schedule 2.1(h)) as transferable to Buyer; (d) except as specifically provided in Section 2.10, any governmental authorization listed claim, right or interest of Seller or any Affiliate of Seller, other than Avaya Tianjin, in Schedule 2.1(e)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) any assets of any Employee Planthe Excluded Agreements and the Nonassignable Licenses; (f) refunds or claims for refunds the approximately 60 acre parcel of Taxes paid by land adjoining the SellerHome 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 Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores the assets of or kiosks and relating to the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilitiesCompany Plans, and kiosks any insurance policies, administration contracts 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 Storestrust agreements pertaining thereto; (h) all tangible property located at any rights, claims or causes of action of Seller or any Seller Subsidiary against Third Parties relating to or arising out of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses Excluded Assets and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessExcluded Liabilities; (i) any Cash owned by of the rights, properties and assets set forth on Schedule 2.2(i); (j) except as explicitly set forth in Section 5.4, any insurance policies or rights of proceeds thereof; (k) any claim, right or interest in or to any capital stock of the Seller Subsidiaries or to the minute books, charter documents, stock record books or other books and records that relate to the organization, existence or capitalization of such Seller Subsidiaries; (l) any Retention Agreement or collective bargaining agreement other than those included in Section 2.1 as a Purchased Asset; (m) the Early Retirement Program; (n) the equipment used for carrying out the Designated Remedial Action (as hereinafter defined) pursuant to Section 9.5(b) hereof; (o) all other assets, 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 Closing DateBusiness; and (jp) all of the Excluded Assets listed except as set forth on Schedule 2.2(j2.2(p), the Singapore Property.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing, the Buyer agrees that none of the following assets, properties, assets and rights or interests of the Seller (the “Excluded Assets”) shall be Acquired are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (ai) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsexcept for Register Cash, all cash and cash equivalents of Seller; (bii) all rights 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 assets of Seller arising under located at the Transaction Documentsretail 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; (ciii) all rights accounts receivable owed to Seller or Seller’s Affiliates; (iv) all stock and other ownership interests in Seller; (v) Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and with respect other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating solely to insurance policies 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, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(eClosing); (evi) any assets of any Employee Plan; (f) refunds or claims for and rights to receive Tax refunds of Taxes paid by relating to the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements Business 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 to taxable periods (the “Retail Stores”or portions thereof) 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 generated or held by the Seller ending on or prior to the Closing Date, that are not used in, or otherwise attributable and Tax Returns relating to the Wholesale Business; Business with respect to taxable periods (ior portions thereof) any Cash owned by the Seller as of ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; and (jvii) the Purchase Price and all other rights of Seller under or pursuant to this Agreement and the Excluded Assets listed on Schedule 2.2(j)Schedules attached hereto and any other agreements entered into by Seller pursuant to this Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents provisions herein to the contrary, the Buyer agrees that none all right, title and interest of Spectrum, and its Affiliates of whatever kind and nature, real or personal, tangible or intangible, owned, leased, licensed, used or held for use or license in all assets other than Acquired Assets and all of the following assets, properties, rights or interests assets listed below even if they would otherwise be included in the definition of the Seller Acquired Assets (the “Excluded Assets”) shall be Acquired Assetsretained by Spectrum and its Affiliates: (a) a. the consideration delivered assets of the Non-Transferred Businesses; b. the Excluded Intellectual Property; c. the Joint Contracts and Joint Permits; d. all Contractual Obligations of insurance related to the Seller by Buyer pursuant Licensed Business; e. all Excluded Books and Records; f. all rights, Claims, credits, or rights of set-off (i) against any Person for payments owed to Spectrum or its Affiliates on or before the Closing Date, (ii) against any Person to reimburse Spectrum for any Loss as a result of actions of a third party on or prior to the Transaction Documents; Closing Date and known to Spectrum as shall be identified at Closing on Schedule 3.2(f), (biii) all against any Person to reimburse Spectrum for any Loss by Spectrum or its Affiliates as a result of the actions of a third party prior to the Closing where such action or loss was not within Spectrum’s Knowledge on the Closing Date, provided in the case of Claims under this subpart, Spectrum shall notify Purchaser of such Claim prior to the formal initiation of such Claim, or (iv) against third parties who have asserted or who assert after the Closing Date rights, Claims, credits or rights of the Seller arising under the Transaction Documents; (c) all rights in and set-off against Spectrum or its Affiliates or against third parties with respect to insurance policies which Spectrum and its Affiliates may, in such events, have rights of indemnification or contribution or similar rights, relating in each case to the Acquired Assets, the Excluded Assets and the Excluded Spectrum Liabilities, whether liquidated or unliquidated, fixed or contingent, including rights of indemnification, hold harmless agreements, covenants not to prosecute and other agreements; g. all rights and Claims, whether now existing or arising hereafter, for carryforwards or carrybacks of Losses, or for credits or refunds of any Taxes incurred in or attributable to periods ending on or before the Closing Date and the portion of any such item allocated or apportioned to Spectrum or its Affiliates for any taxable period that includes (but does not end on) the Closing Date; h. all invoiced trade accounts receivable arising in the Ordinary Course of Business from sales of products or services of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller Licensed Business on or prior to the Closing Date, that are not used inincluding all intercompany receivables among Spectrum and its Affiliates, and all receivables related to Excluded Assets; i. all cash, cash equivalents, money market funds and mutual funds in the bank or otherwise attributable other depository accounts of Spectrum or any of its Affiliates, including all interest and dividends receivable with respect thereto; j. all accounts receivable; k. any assets required by Spectrum to perform its obligations under any Ancillary Agreements that, absent such Ancillary Agreements, would constitute Acquired Assets; l. the corporate names of Spectrum, Bayer or any of their Affiliates; m. all rights of Spectrum under this Agreement or any Ancillary Agreement; n. all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (the originals of which will be delivered to Purchaser as part of the Acquired Assets to the Wholesale Businessextent related to the Acquired Assets) of Spectrum or any of its Affiliates, and such other books and records as they pertain only to the organization, existence, share capitalization or debt financing of Spectrum or any of its Affiliates; (i) o. all Contractual Obligations in respect of indebtedness for borrowed money or any Cash owned by guarantee of the Seller as Liabilities of another Person; p. all prepayments, rights to refunds, rights of set off, defenses, affirmative defenses, rights of defense and rights of recoupment arising from the operation of the Licensed Business prior to the Closing or in respect of Licensed Products sold prior to the Closing; and all claims, causes of action, choses in action and rights of recovery pending or threatened in writing at or prior to the Closing Date; q. all land, equipment (movable and fixed), machinery, automobiles and other physical assets related to the manufacture or transportation of any Licensed Product, other than any Inventory; r. all Inventory other than the Inventory purchased pursuant to the Supply Agreement; and (j) s. all Contractual Obligations solely between or among Spectrum and any of the Excluded Assets listed on Schedule 2.2(j)its Affiliates or between or among Spectrum’s Affiliates.

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents Section 2.01 to the contrary, the Buyer expressly understands and agrees that none of the following assets, properties, rights or interests assets and properties of the Seller (the “Excluded Assets”"EXCLUDED ASSETS") shall be Acquired excluded from the Purchased Assets: (a) rights and obligations arising under the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsStock Purchase Agreement dated July 16, 1999 between College Television Network, Inc., Armed Forces Communications, Inc. d/b/a Market Place Media and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇) and related agreements; (b) all rights of the Seller and obligations arising under the Transaction DocumentsStock Purchase Agreement dated June 1, 2002 between College Television Network, Inc., Armed Forces Communications, Inc. d/b/a Market Place Media and MPM Holdings, Inc., as amended, and related agreements; (c) all rights in the Access Service Agreement and Service Order between Seller and Verio and any other contract, agreement or commitment Seller has with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Verio. (d) the Letter Agreement dated July 13, 1998 between Seller and ▇▇▇▇ Atlantic regarding internet access; (e) the Excluded Program Rights Agreements and all prepaid expenses relating to the ▇▇▇▇▇▇ Programming Agreement; (f) all interest in the Real Property, including (i) the deposits and prepaid expenses relating to the Real Property, (ii) the furniture, fixtures and other assets identified on Schedule 2.01(a), and (iii) the leases for the Office Spaces and all deposits thereunder, but not including the St. Louis Lease and the deposits and prepaid expenses relating thereto; (g) any governmental authorization listed in intercompany accounts owing by and among, and all agreements between, Seller on the one hand and any Affiliate of Seller on the other hand, including those identified on Schedule 2.1(e2.02(g); (eh) all Tradeout Agreements; (i) (A) the Employment Agreement between Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated as of August 6, 1997, as amended, (B) the Employment Agreement between Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ dated as of December 1, 2000, (C) the Amended and Restated Employment Agreement between Seller and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated as of May 8, 2002, (D) the Employment Agreement between Seller and ▇▇▇▇▇▇ ▇▇▇▇▇ dated as of May 27, 2002, (E) the Employment Agreement between Seller and ▇▇▇▇▇ ▇▇▇▇▇▇ dated as of January 12, 1998, as it may have been amended or modified, including the Amendment dated as of January 11, 2001, and (F) the Payment Agreement and General Release between Seller and ▇▇▇▇ ▇▇▇▇▇▇▇ dated as of April 15, 2002, in each case as set forth on Schedule 2.02(i); (j) any assets of any Employee PlanPlan sponsored by Seller or any of its Affiliates, including any amounts due to such Employee Plan from Seller or any of its Affiliates; (fk) refunds insurance policies relating to the Business and all claims, credits, causes of action or claims rights thereunder except as provided in Sections 2.01(h) and 5.07 and all rights to insurance proceeds relating to the Excluded Assets and Excluded Liabilities; (l) all current assets that would be classified as a current asset in accordance with GAAP that are itemized under the category "Miscellaneous Receivables" on the working papers, trial balances and reports of Seller relating to the unaudited interim balance sheet of Seller and its Subsidiaries as at June 30, 2002 and unaudited interim statements of income and cash flow for refunds the period then ended in an amount equal to $86,291.94; (m) all minute books and the Tax Returns of Taxes paid by the Seller; (gn) all rights of Seller operatedarising under this Agreement or the Ancillary Agreements; (o) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby; (p) all of Seller's cash and cash equivalents on hand and in banks (other than the insurance proceeds that are Purchased Assets as set forth in Section 2.01(h) above); (q) the equity interest in and the promissory note receivable relating to Omnipod, Inc. and the equity interest in Campus Books, Inc., in each case held by Seller; (r) the loan closing costs identified in the line item "Closing Costs; Accumulated Amortization - Loan Closing Costs" on the working papers, trial balances and reports of Seller relating to the unaudited interim balance sheet of Seller and its Subsidiaries as at June 30, 2002 and unaudited interim statements of income and cash flow for the period then ended in an amount equal to $21,395; (s) all Accounts Receivables; (t) the SESAC internet license operated and franchise operated agreement relating to ▇▇▇.▇▇▇▇▇’▇ 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▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; (hu) all tangible property located at any the Engagement Letter Agreement dated as of the Retail Stores or the Leased PropertyMay 22, accounts receivable, notes receivable, prepaid expenses 2002 between PricewaterhouseCoopers LLP and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSeller; (iv) any Cash owned by and all agreements, whether verbal or written, Seller may have with Pepper Dance Productions relating to "Paydirt", including the Seller agreement made as of August 20, 2002; (w) any and all agreements, whether verbal or written, Seller may have with MediaMark Research Inc.; (x) any and all agreements, whether verbal or written, Seller may have with ASCAP; (y) any and all agreements, whether verbal or written, Seller may have with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Closing Date▇. ▇▇▇▇▇▇▇ Company; (z) the Consulting and Equity Purchase Agreement dated as of March 26, 1999 between Seller and ▇▇▇▇▇▇ ▇▇▇▇▇; (aa) the Leasing and Commission Agreement dated as of November 9, 2001 between ▇▇▇▇▇▇▇ & Wakefield of Georgia, Inc. and Seller relating to the sublease by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ of the Atlanta Office Space; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents Section 2.2 to the contrary, it is hereby expressly acknowledged and agreed that the Business Assets shall not include, and Seller is not selling, conveying, assigning, transferring or delivering to Buyer, and Buyer agrees that none is not purchasing, acquiring or accepting from Seller, any of the following assetsrights, propertiesproperties or assets set forth or described in paragraphs (a) through (f) below (the rights, rights or interests of properties and assets expressly excluded by this Section 2.3 from the Seller (Business Assets being referred to herein as the “Excluded Assets”) shall be Acquired Assets:): (a) all cash, cash equivalents, receivables owed to Seller, bank deposits or similar cash items of Seller whether or not arising from the consideration delivered to conduct of the Seller by Buyer pursuant to the Transaction DocumentsBusiness; (b) all rights to and under insurance policies of the Seller arising under the Transaction DocumentsSeller, including rights of proceeds thereunder; (c) all rights (i) confidential personnel records pertaining to any Business Employee; (ii) all records prepared in and connection with respect to insurance policies the sale of the SellerBusiness Assets; and (iii) other books and records that Seller is required by Law to retain or that Seller determines are necessary or advisable to retain; provided, except for those insurance policies listed on Schedule 2.1(hhowever, that Buyer shall have the right to make copies of any portions of such retained books and records that exclusively relate to the Business Assets (subject to clause (i)); (d) any governmental authorization listed claim, right or interest of Seller in Schedule 2.1(e)or to any refund, rebate, abatement or other recovery for Taxes, including those attributable to the Business Assets, together with any interest due thereon or penalty rebate arising therefrom; (e) any assets all rights, claims or causes of any Employee Plan;action of Seller arising under this Agreement, the Ancillary Agreements, the Warrant and the Support Agreements; and (f) refunds or claims for refunds of Taxes paid by all rights and interests to and under the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed set forth on Schedule 2.2(j2.3(f).

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the nothing in this Agreement shall be construed as conferring on Buyer, and Buyer agrees that none of is not acquiring, any right, title or interest in or to the following assetsspecific assets which are associated with the Included Assets, properties, rights or interests but which are hereby specifically excluded from the sale and the definition of the Seller Included Assets herein (the “"Excluded Assets”) shall be Acquired Assets:"): (a) Any meters owned or to be owned by Seller located within the consideration delivered boundaries of the Palisades Site substation and to the Seller by Buyer pursuant be used in connection with providing station power service to the Transaction DocumentsPalisades; (b) all rights of The radio communications system antenna and related equipment located on the Seller arising under "Meteorological Tower Site" as further described in the Transaction DocumentsPalisades Deed; (c) all rights Except to the extent contemplated by the Firing Range Lease and the Emergency Operations Facilities Lease, Seller's interest in (i) the Firing Range and with respect to insurance policies of (ii) the Sellerfacility in South Haven, except for those insurance policies listed on Schedule 2.1(h)Michigan included in the Emergency Operations Facilities; (d) any governmental authorization listed Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in Schedule 2.1(e)joint ventures, partnerships, limited liability companies and other entities relating to the Facilities or the Sites, except such assets comprising the Qualified Decommissioning Fund or assets transferred pursuant to Section 6.10; (e) All rights to premium refunds and distributions made on or after the Closing Date with respect to periods prior to the Closing Date under Nuclear Insurance Policies of Seller with ANI, including any assets of any Employee Planrights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing Date pursuant to the ANI nuclear industry credit rating plan; (f) Seller's policyholder interest under its ▇▇▇▇ policies, including rights to any premium refunds or claims for refunds of Taxes paid by other distributions made on or after the SellerClosing Date; (g) Seller's interest in all Seller operatedcash, license operated cash equivalents, bank deposits, accounts and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores notes receivable (trade 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 facilitiesotherwise), and kiosks and cafes located in grocery storesany income, hotelssales, hospitals, airports and university campuses (the “Retail Stores”) and all leased payroll or owned properties other receivables relating to Retail Stores and personal property located at any Retail StoresTaxes, in each case relating to the Included Assets, except to the extent such assets are included in the Qualified Decommissioning Fund or are assets transferred pursuant to Section 6.10; (h) The rights of Seller and its Affiliates to the names "Consumers Energy" or "Consumers" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof (for the avoidance of doubt, Buyer shall not acquire any right to or interest in the name "CMS Energy" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof); (i) All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services; (j) Other than those contemplated by Section 2.1(n), the rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) any Real Property or personal property, Permits, Taxes, Emergency Equipment Easements, the Seller's Agreements, Fuel Contracts or the Non-material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Included Assets (including the Facilities and the Sites), to the extent relating to any period prior to the Closing Date, (ii) the Excluded Assets or (iii) the Excluded Liabilities; (k) The Department of Energy Claim; (l) All personnel records of Seller, NMC and their Affiliates relating to the Facilities or the Sites, except the Transferred Employee Records; (m) Unless included as a Seller Agreement, any and all tangible property located at of Seller's rights in any contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (n) To the extent not otherwise provided for in this Section 2.2 and unless prorated as provided in Section 3.5, any refund or credit (i) related to Taxes paid by Seller with respect to periods (or portions thereof) that end on or prior to the Closing Date in respect of the Retail Stores Included Assets, whether such refund is received as a payment or the Leased Propertyas a credit against future Taxes, accounts receivable, notes receivable, prepaid expenses and other current assets or (ii) arising under any agreement which is part of the Seller generated Included Assets and relating to a period (or held by the Seller portion thereof) ending on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (io) any Cash owned by All rights of Seller under those contracts, agreements, purchase orders and personal property leases set forth in Schedule 2.2(o) (the Seller as "Excluded Contracts"); (p) All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating exclusively to the design, construction, licensing or operation of the Closing DateFacilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating to the Excluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form; (q) All of the assets of Seller comprising any fund relating to Decommissioning, other than the Seller's Qualified Decommissioning Fund; (r) The right to the Excess PLR Decommissioning Amount, if any, upon the occurrence of any event specified in Section 6.20(c) or the receipt of the Requested Rulings prior to the Closing; and (js) all All other assets of Seller and its Affiliates not constituting an interest in the Excluded Included Assets listed on Schedule 2.2(j(it being acknowledged and agreed that no spare transformer for the Facilities has been included in the Included Assets).

Excluded Assets. Notwithstanding any provision in The Buyers and the Transaction Documents Sellers expressly understand and agree that, notwithstanding anything to the contrarycontrary contained herein, the Buyer agrees that none following assets and properties of the following assets, properties, rights or interests of the Seller Sellers (the “Excluded Assets”) shall be Acquired Assetsexcluded from the Purchased Assets and shall remain assets and properties of the Sellers or their Affiliates following the Closing: (a) all of the consideration delivered to cash and cash equivalents of the Seller by Buyer pursuant to Sellers on hand (including all cash, cash equivalents and working funds in cash registers at each Facility) and in banks (including the Transaction Documentsunderlying bank accounts, including in escrow accounts (other than as expressly provided herein)) as determined in accordance with GAAP as of the Effective Time; (b) all rights accounts receivable relating to the Business owed to the Sellers or any of their Affiliates having dates of service prior to the Closing Date, including payor or patient reimbursement, credit card monies due and owing, accruing to, or held for, the benefit of the Seller arising Sellers or their Affiliates, including, without limitation, all uncollected receivables remaining under BioScrip’s terminated contract with the Transaction DocumentsCenters for Medicare and Medicaid Services for the Competitive Acquisition Program for Part B Drugs and Biologics and other receivables as may be due from vendors, suppliers and other third parties (the “Accounts Receivable”); (c) all rights in Medicare and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(hMedicaid supplier agreements and supplier numbers (and any and all liabilities associated therewith); (d) all insurance policies relating to the Business, any governmental authorization listed Employee Plan, or the Purchased Assets, and any dividends or claims payable in Schedule 2.1(e)respect thereof; (e) any assets refund or credit of Taxes to the extent attributable to (i) the Business or the Purchased Assets for any Employee PlanPre-Closing Tax Period or (ii) any Taxes for which the Sellers are responsible hereunder, including any Taxes described in Section 1.04(f) or (h); (f) refunds equipment used in the Business and owned by third parties who are not affiliated with the Sellers and the leased equipment located at or claims for refunds used in the Facilities, in each case, other than operating leases included among the Assigned Contracts, in each case as identified in Section 1.02(f) of Taxes paid by the SellerDisclosure Letter; (g) all Seller operated, license operated computer hardware and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores software owned or kiosks used by the Sellers or their Affiliates and not used in connection with the leases, licenses and franchise agreements with respect thereto, including footprint stores ownership or operation of the Business or the Purchased Assets as well as those assets disclosed in special venues such as within Section 1.02(g) of 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 StoresDisclosure Letter; (h) all tangible property located at any of the Retail Stores or the Leased Propertycontracts, accounts receivableagreements, notes receivableleases, prepaid expenses licenses, commitments, sales and purchase orders and other current assets of instruments (which may include tax indemnity agreements) other than the Seller generated Assigned Contracts or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessPermits; (i) any Cash owned by all Facility Leases other than the Seller as of the Closing Date; andAssigned Facility Leases; (j) all of the Sellers’ security deposits, prepaid rent and prepaid expenses previously paid by the Sellers to fulfill the Sellers’ obligations under the Facility Leases that are not Assigned Facility Leases and all vendor, utility and other deposits relating to the Facilities that are not Transferred Facilities; (k) all Intellectual Property owned by the Selling Parties identified in Section 1.02(k) of the Disclosure Letter; (l) all rebates and refunds receivable arising from the operation of the Facilities prior to the Effective Time; (m) any intercompany accounts between or among BioScrip and/or any of the Sellers (the “Intercompany Accounts”); (n) all signs or personal property (other than marketing materials) 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; (o) any Purchased Assets sold or otherwise disposed of in the ordinary course of business without violating any provisions of this Agreement during the period from the date hereof until the Effective Time; (p) all world wide web or other internet addresses, sites and domain names and internet protocol address spaces; (q) the Sellers’ phone networks, internet mail and computer networks, and any related equipment (but excluding telephone units physically located in Stores, whether or not deployed in such Stores); (r) all reimbursements on account of Prorated Charges due and owing to the Sellers pursuant to Section 1.08; (s) all Employee Plans and all rights and interests thereunder (including those of sponsor and administrator, as applicable) and all assets of, any Employee Plan; (t) the fixed assets and tangible personal property (other than the Inventory), including fixtures, trade fixtures, building equipment, fittings, furniture, computer hardware, office equipment, and other tangible property, located in the Facilities located in Burbank, California and Lake Success, New York; (u) the fixed assets related solely to the Sellers’ infusion assets in the Facilities identified in Section 1.02(u) of the Disclosure Letter; and (v) all books and records to the extent relating to any Excluded Asset; provided, however, that the Buyers will be entitled to copies of any relevant books, records, files and papers to the extent relating to the Business or the Purchased Assets listed on Schedule 2.2(j)or to the extent relevant for ordinary course accounting, tax, litigation, governmental, third-party payor or similar audits or reviews and other reasonable corporate purposes following the Closing.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the Buyer agrees that none following assets of the following assets, properties, rights or interests of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”) shall be Acquired Assets:"): (a) all rights of Seller and Seller's Affiliates arising under this Agreement, the consideration delivered to Other Agreements or from the Seller by Buyer pursuant to consummation of the Transaction Documentstransactions contemplated hereby or thereby; (b) all of Seller's rights of in assets to the Seller arising extent related primarily to Seller's tissue culture based urokinase product currently marketed under the Transaction Documentsbrand Abbokinase(R); (c) all rights in accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Products existing at the Closing Date; (d) all rights of Seller and Seller's Affiliates arising under any governmental authorization listed active contract or agreement not set forth in Schedule 2.1(e2.1(c); (e) any assets all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of any Employee PlanSeller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the Closing Date; (f) refunds all real property, buildings, structures and improvements thereon, whether owned or claims for refunds of Taxes paid leased by Seller or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the Sellerbuildings designated by Seller as the M3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Intellectual Property of Seller operatedor Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), license operated and franchise operated specifically including the trademarks or trade names "▇▇▇▇▇’▇," "▇▇▇▇▇▇ Coffee branded retail stores or kiosks Laboratories" and any variants thereof, the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within stylized symbol "A," the premises of manufacturing facilitiesABBOKINASE(R) trademark, 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 generated or held by the Seller on or prior Intellectual Property to the Closing Date, that are not used in, or otherwise attributable extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which will be licensed to Buyer pursuant to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(jPatent License Agreement).

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary set forth in this Agreement, the Buyer agrees that none Seller shall have no obligation to sell, convey, transfer, assign or otherwise deliver unto the Acquiror pursuant to this Agreement, and the Acquiror shall have no obligation to purchase or otherwise accept from the Seller pursuant to this Agreement, any of the following assetsright, properties, rights title or interests interest of the Seller in or to any of the assets of the Seller other than the Purchased Assets (collectively, the “Excluded Assets”). Without limiting the generality of the foregoing, the Excluded Assets shall expressly include (and, therefore, the Purchased Assets shall specifically exclude) shall be Acquired Assetsthe following: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsCorporate Name; (b) all rights of the Seller arising under the Transaction Documentshuman resource and other employee related files and records; (c) all rights in Books and with respect to insurance policies of Records, other than the Seller, except for those insurance policies listed on Schedule 2.1(h)Evamist Books and Records; (d) subject to Section 8.11, any governmental authorization listed in Schedule 2.1(e)insurance policies of Seller or its Subsidiaries or rights thereunder or proceeds thereof; (e) any assets of any Employee Planthe Evamist FDA Submissions (subject to Section 8.5); (f) refunds the Seller Multi-Application Technology; (g) the right to a refund requested from the FDA for any or claims for refunds all of Taxes paid the Evamist NDA filing fee; (h) all right, title and interest of the Seller in and to any real property, whether owned or leased by the Seller; (gi) all Seller operatedcash, license operated cash equivalents, marketable securities and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any similar cash items of the Retail Stores Seller, whether or not arising from the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Evamist Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all refunds and rights to refunds related to Taxes; and (k) all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set off and rights of recoupment of any kind or nature (including any such item relating to Taxes) relating to the Excluded Assets listed Assets. *** Certain information on Schedule 2.2(j)this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Excluded Assets. Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and Seller is not granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any provision in the Transaction Documents to the contraryBuyer Designee is purchasing, the Buyer agrees that none acquiring or accepting from Seller, any of the following assetsrights, propertiesproperties or assets set forth or described in paragraphs (a) through (h) below (the rights, rights properties and assets expressly excluded by this Section 2.2 or interests otherwise excluded by the terms of Section 2.1 from the Seller (Purchased Assets being referred to herein as the “Excluded Assets”) shall be Acquired Assets:): (a) Any Intellectual Property or Information of Seller or any Affiliate other than the consideration delivered Assigned Intellectual Property; b) Any (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law and subject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Seller by Buyer pursuant to Business, the Transaction Documents; Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (biii) all rights any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the Seller arising under the Transaction DocumentsBusiness; (c) all rights Any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Excluded Taxes, together with any interest due thereon or penalty rebate arising therefrom; d) The Excluded Contracts, the Non-assignable Licenses and with respect the Excluded Leased Equipment; e) Except as specified in Section 2.1, any of Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to insurance policies the assets, properties or operations of the SellerSeller Business arising out of transactions occurring prior to, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e)and including, the Closing Date; (e) any assets of any Employee Plan; (f) refunds Except as specifically provided in Section 5.4 or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated applicable Assignment and franchise operated B▇▇▇▇▇’▇ Coffee branded retail stores or kiosks of Sale and the leasesAssumption Agreement for any particular jurisdiction, 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing DateBenefits Plans; and (jg) all All other assets, properties, interests and rights of Seller or any Affiliate not related primarily to the Excluded Assets listed on Schedule 2.2(j)Seller Business.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, except as set forth below, the Buyer agrees that none of the following Acquired Assets shall not include any assets, properties, rights or interests 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 Seller foregoing, the Acquired Assets shall expressly exclude the following assets of Reliant and its Affiliates (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) all rights of Reliant and its Affiliates arising under this Agreement, the consideration delivered to Other Agreements or from the Seller by Buyer pursuant to consummation of the Transaction Documentstransactions contemplated hereby or thereby; (b) all rights rights, title and interest of Reliant and its Affiliates in and to the Product outside of the Seller arising under Territory (including the Transaction Documentsright to receive any royalties or similar payments from Ethypharm in respect thereof), except for those rights, title and interests transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement and the Assignment of Settlement Agreement; (c) all rights in of Reliant and with respect its Affiliates related to insurance policies 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 the Sellersuch agreement, except for those insurance policies listed on Schedule 2.1(hbe granted back, licensed or sublicensed to Reliant such that Reliant retains exclusive (even as to Oscient) rights therein); (d) all rights of enforcement, indemnification and similar matters under the Assigned Contracts and Orders related to any governmental authorization listed in Schedule 2.1(e)periods prior to Closing; (e) all rights of Reliant and its Affiliates in and to any assets of any Employee PlanIntellectual Property, whether now existing or hereafter developed or acquired (including the Reliant Brands) other than the Product Intellectual Property; (f) refunds or claims for refunds all rights of Taxes paid by Reliant and its Affiliates in and to the SellerPackaging Agreement except as otherwise assigned to Oscient pursuant to the Packaging Agreement Assignment; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresAccounts Receivable; (h) all tangible property located at cash (including, without limitation, cash on hand and cash in transit), cash equivalents, bank deposits, marketable securities and any of the Retail Stores advances, pre-payments, deposits or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior holdbacks under any contracts related to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessProduct; (i) any Cash owned except to the extent included in the Acquired Assets, all books, documents, records and files (i) prepared in connection with or relating to the transactions contemplated by this Agreement, including, without limitation, confidentiality agreements with, and bids received from, other parties and strategic, financial or Tax analyses relating to the Seller as divestiture of the Closing DateAcquired Assets, the Assumed Liabilities and the Product, (ii) maintained by Reliant or its Affiliates and/or its representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements, or (iii) that constitute attorney work product, attorney-client communications and other items protected by privilege; andprovided, however, that Oscient receive a copy of any such records described under clause (ii) solely to the extent related to the Product as necessary for Tax, accounting, litigation or other reasonable business purposes; (j) all rights to refunds of Taxes paid through the Excluded Assets listed Closing Date; (k) 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 or on Schedule 2.2(j)behalf of Reliant or its Affiliates other than relating to the Inventory; and (l) all assets, tangible or intangible, wherever situated, not expressly included in the Acquired Assets.

Excluded Assets. Notwithstanding any provision Except as specifically set forth in the Transaction Documents Collateral Agreements and notwithstanding anything in Section 2.1 to the contrary, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer agrees that none or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the following rights, properties or assets set forth or described in paragraphs (a) through (h) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the "Excluded Assets"), whether or not any of such assets, properties, properties or rights have any value for accounting purposes or interests of are carried or reflected on or specifically referred to in Seller's or the Seller (the “Excluded Assets”) shall be Acquired Assetsapplicable Subsidiary's financial statements: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsany of Seller's or any Affiliate of Seller's receivables, cash, cash equivalents, bank deposits or similar cash items, minority investments or employee receivables; (b) all rights any (i) confidential personnel records pertaining to any Business Employee, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the Seller arising under the Transaction DocumentsCATV Business and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(a) and (b); (c) all rights any claim, right or interest of Seller or any Affiliate of Seller in and or to any refund, rebate, abatement or other recovery for Taxes, together with respect to insurance policies of any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Seller, except for those insurance policies listed on Schedule 2.1(h)Closing Date; (d) subject to Section 5.8, any governmental authorization listed in Schedule 2.1(e)rights to, or the use of, the "Agere" or "Agere Systems" trademarks; (e) any assets of any Employee Planthe Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (f) refunds any insurance policies or claims for refunds rights of Taxes paid by the Sellerproceeds thereof; (g) all Seller operatedexcept as specifically provided in Section 5.4, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and any of the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within assets of 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;Benefits Plans; and (h) all tangible property located at any rights, claims or causes of action of Seller or any Affiliate of Seller against Third Parties relating to the assets, properties or operations of the Retail Stores CATV Business of Seller or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets any Affiliate of the Seller generated or held by the Seller arising out of transactions occurring on or prior to before the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision Seller shall retain its right, title and interest in the Transaction Documents and to the contrary, the Buyer agrees that none of solely the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (ai) all Contracts and other assets set forth in Section 1.1(b)(i) of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsDisclosure Schedule; (bii) all rights cash and cash equivalents of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies including any certificates of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(edeposit); (eiii) any assets of any Employee Planall bank accounts other than those described in Section 1.1(a)(xvi); (fiv) refunds all prepaid Taxes and other Tax assets; (v) Seller’s leasehold or claims other rights to the Leased Real Properties, including any security deposits related thereto; (vi) all Legal Proceedings, causes of action, choses in action, rights of recovery, rights under all warranties, representations, indemnities, and guarantees made by any third party in favor of Seller, in each case, solely to the extent resulting in monetary recovery for any pre-Closing occurrence or omission which monetary recovery does not constitute a “make whole” payment for any diminution in value of any Purchased Asset which is not reflected in the Financial Statements; (vii) in the event any Contract of Seller that is required to be disclosed in Section 2.12(a) of the Disclosure Schedule is not so disclosed, and is identified, Purchaser may at its sole discretion elect to exclude such Contract from the Purchased Assets, and such Contract shall thereupon be deemed an Excluded Asset; (viii) all Books and Records prepared in connection with this Agreement or the Transactions, and original minute books, Governing Documents (subject to Section 4.14), corporate seals, stock ledgers and all of Seller’s Tax Returns (and any work papers related thereto), taxpayer and other identification numbers, and rights to any refunds of Taxes related to any period, or portion thereof, ending on or prior to the Closing Date or paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (iix) any Cash all assets sold or otherwise disposed of during the period from the date hereof until the Effective Time in accordance with the terms herewith; (x) all Employee Benefit Plans and assets thereof, employee handbooks, employment agreements and all personnel records required by Law to be retained by Seller; (xi) all insurance policies owned by or issued to Seller; provided, that to the Seller as extent that the right to recover under any such policy and benefits with respect thereto relate to the pre-Closing diminution in the value of any Purchased Asset which diminution is not reflected on the Financial Statements or otherwise reflected in the Final Closing DateNet Working Capital, such right to recover and benefits with respect thereto shall be Purchased Assets; and (jxii) the rights of Seller under this Agreement and the other Transaction Documents. Copies of all of the documents, agreements and other information related to Excluded Assets listed on Schedule 2.2(j)shall be provided prior to Closing to Purchaser.

Excluded Assets. Notwithstanding The Acquired Assets shall not include any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, propertiesproperties and rights of Transferor, rights or interests all of the Seller which shall be deemed retained by Transferor (the “Excluded Assets”) shall be Acquired Assets:): (a) all cash and cash equivalents and marketable securities, other than those specified in Sections 2.01(a) and 2.01(b); (b) the consideration delivered Letter of Credit Collateral (but subject to the Seller obligation with regard to the Letter of Credit Collateral specified in Section 8.08); (c) all minute books, stock records and corporate seals of Transferor; (i) the right to be reimbursed for any Advances made by Buyer pursuant 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 the Closing Date, and (iv) all rights to receive Servicing Fees allocable to periods before the Closing Date, with any Servicing Fees paid with regard to periods that begin before and end after the Closing Date being allocated between Transferor and Acquiror on the basis of the number of days in the period in which the fees relate that are before or after the Closing Date (with any sums that are paid to Acquiror on or after the Closing Date but are allocable to periods before the Closing Date to be remitted by Acquiror to Transferor); (e) 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; (f) originals or copies of all Books and Records existing as of the Closing Date that Transferor is required by Law to retain in its possession, or that Transferor reasonably determines it may need in connection with the preparation or audits of Tax Returns, the preparation of financial statements, the conduct of litigation or involvement in governmental investigations, or for other purposes related to the ongoing activities of Transferor or its Affiliates (so long as the use of such Books and Records does not violate any non-competition obligations of Transferor or its Affiliates), provided, that Acquiror is provided with the originals or complete copies thereof; (g) all claims for and rights to refunds of Taxes that relate to periods ending prior to the Closing Date or the conduct of the Business prior to Closing Date; (h) all rights in connection with, and assets of, Benefit Plans; (i) all rights of Transferor under this Agreement and the Transaction Documents; (bj) all rights claims of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties Transferor against Third Parties 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing DateRetained Liabilities; and (jk) all of the Excluded Assets listed on Contracts, assets, rights and claims described in Schedule 2.2(j2.02(k).

Excluded Assets. Notwithstanding any provision the foregoing, Buyer is not purchasing and Seller is retaining all right, title and interest in the Transaction Documents and to the contraryfollowing (collectively, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) Seller's rights under this Agreement, the consideration Escrow Agreement, the Sublease, the Transition Services Agreement, the Subcontract, the Billing Services Agreement or any other document or agreement delivered to the or received by Seller by Buyer pursuant to the Transaction Documentsin connection herewith; (b) all rights of the Seller arising under the Transaction DocumentsAll cash on hand and in banks, cash equivalents and investments; (c) all rights in and with respect to insurance policies of Seller's bank accounts (except the Seller, except for those insurance policies lockbox accounts listed on Schedule 2.1(h2.1(l)), checkbooks and cancelled checks; (d) any governmental authorization listed The real property lease for Seller's headquarters facility in Schedule 2.1(e)Tempe, Arizona; (e) The corporate name "OrthoLogic" and any assets of any Employee Planrelated trademarked or stylized versions thereof (the "Excluded Marks"); (f) refunds or claims for refunds of Taxes paid by the Seller's corporate charter, minute and stock record books, and corporate seal and tax returns; (g) All Accounts Receivable due from Federal health care programs, and all Seller operated, license operated and franchise operated rights to ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and Federal health care program payors for sales completed prior to 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 Closing (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores"Excluded Medicare Receivables"); (h) all tangible property located at Seller's rights to any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses refunds due with respect to insurance premium payments and other current assets of the Seller generated or held Tax refunds with respect to Taxes heretofore paid by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSeller; (i) any Cash owned 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 2.3(i); (j) Any insurance policies held by the Seller as of the Closing DateSeller; (k) The agreements set forth on Schedule 2.3(k); and (jl) all of the Excluded Assets listed The assets, if any, described on Schedule 2.2(j2.3(l).

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer agrees that none of Acquired Assets are the following assets, only properties, rights and assets transferred to, or interests otherwise acquired by, Purchaser under this Agreement. Without limiting the generality of the foregoing, the Acquired Assets do not include (i) any right, title, or interest of any Person other than Seller in any property or asset or (ii) the 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”) shall be Acquired Assets:): (a) the consideration delivered Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Seller by Buyer pursuant to the Transaction DocumentsPurchaser in accordance with Section 8.4); (b) all of Seller’s rights of the Seller arising and obligations under the Transaction DocumentsContracts that are not Assigned Contracts, including any Contracts set forth on Schedule 2.2(b); (c) all of Seller’s rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)interests under any Permits that are not Acquired Assets; (d) any governmental authorization listed 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 Schedule 2.1(eSection 2.1(m); (e) any assets all rights of any Employee PlanSeller arising under this Agreement and the Ancillary Agreements; (f) refunds all (i) Avoidance Actions and (ii) rights, Claims or claims for refunds causes of Taxes paid by action of Seller against individuals who were officers or directors of Seller prior to the SellerClosing Date; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores good faith 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 other bid deposits submitted by any Retail Storesthird party; (h) any and all tangible property located at privileges of Seller with any of the Retail Stores or the Leased Propertyits professionals including attorneys, accounts receivableaccountants, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior advisors, whether related to the Closing Dateattorney-client privilege, that are not used inattorney work product, or otherwise attributable to the Wholesale Businessotherwise; (i) all company Tax Returns or Tax records (other than those described in Section 2.1(l)), seals, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence, or capitalization of Seller, as well as any Cash owned by other records or materials that relate exclusively to any other Excluded Asset or Excluded Liability (the “Excluded Corporate Records”); provided that, Seller as of the Closing Date; andshall provide Purchaser with reasonable access to, and copies of, any Excluded Corporate Records; (j) all rights and benefits under director and officer Insurance Policies; (k) the stock and other equity interests or securities, including promissory notes, issued by each Subsidiary of the Excluded Assets Seller listed on Schedule 2.2(j2.1(k); (l) all security and utility deposits, other deposits, credits, allowance, prepaid assets, or charges, rebates, setoffs, prepaid expenses, prepaid professional expenses, and other prepaid items; and any restricted cash Seller is required to maintain in connection with Seller’s insurance programs or policies that represent prepayments and similar items; (m) all Cash and Cash Equivalents, including any cash tendered as part of the Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 8.4); (n) all bank accounts and lock boxes of Seller; (o) the stock and any other equity interests or securities in BIND Biosciences Security Corporation and BIND (RUS), LLC; (p) all value-added tax reimbursements (“VAT Reimbursements”); (q) all reimbursement receivables from Pfizer Inc. and AstraZeneca plc (“Reimbursement Receivables”); (r) the Seller Plans, and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with the Seller Plans and any applicable insurance policies related thereto; (s) all of Seller’s rights and interests in and to the assets listed on Schedule 2.2; (t) Seller’s rights and benefits under any Insurance Policies, including, without limitation, (i) all proceeds from Insurance Policies, and (ii) all claims, demands, proceedings and causes of action asserted by Seller under any Insurance Policies related to an event occurring prior to Closing and (iii) any letters of credit related thereto; (u) all promotional allowances and vendor rebates and similar items; and (v) all rights, Claims or causes of action of Seller against other parties arising out of events occurring prior to the Closing (including, for the avoidance of doubt, rights, Claims or causes of action arising out of events occurring prior to the Petition Date) other than those Acquired Assets set forth in Section 2.1(x).

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the The following assets, properties, rights or interests assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be Acquired acquired by Buyer and are excluded from the Station Assets: (a) all of the consideration delivered to Cash and Cash Equivalents of the LIN Companies, the Seller by Buyer pursuant to the Transaction Documentsor any of their Affiliates; (b) all rights bank and other depository accounts of the Seller arising under Seller, the Transaction DocumentsLIN Companies or any of their Affiliates; (c) insurance policies relating to either or both of the Stations, and all claims, credits, causes of Action or rights, including rights in and with respect to insurance policies of the Sellerproceeds, except for those insurance policies listed on Schedule 2.1(h)thereunder; (d) any governmental authorization listed all interest in Schedule 2.1(e)and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any assets cause of action or claim relating to any Employee Planevent or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) refunds or claims for refunds of Taxes paid by the Sellerall Accounts Receivable; (g) all intercompany accounts receivable and intercompany accounts payable of the Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesits Affiliates; (h) all tangible property located at (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 the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses their Affiliates and other current assets (iii) duplicate copies of records of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessStations; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Cash owned 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 assets of any Employee Plan sponsored by the Seller as Seller, the LIN Companies or any of their Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of the Closing DateSeller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the names “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and (jp) all real and personal, tangible and intangible assets of the Excluded Assets listed on Schedule 2.2(j)Seller, the LIN Companies and their Affiliates that are used in connection with the operation of either or both of the Stations but are neither located at nor used primarily with respect to either or both of the Stations; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of either or both of the Stations; (r) all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of either or both of the Stations, including any assets of the Seller, the LIN Companies and their respective Affiliates used in the operations of Other Seller Stations.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary set forth in this Agreement, the Buyer agrees that none Assets will not include any assets of the Seller or its subsidiaries not identified in Section 1.2 and shall explicitly exclude, without limitation, the following assets, properties, properties and rights or interests of the Seller and its subsidiaries (collectively, the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered except as otherwise provided in Section 5.12, all ownership and other rights with respect to the Seller by Buyer pursuant Benefit Plans (as hereinafter defined), contracts with current or former employees of the Seller or its subsidiaries, and all claims and other rights to the Transaction Documentsone or more refunds, recoveries or other payments of workers' compensation related or group health plan related funds or other assets; (b) all rights 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 arising under the Transaction DocumentsDisclosure Letter as not being transferable; (c) any accounts receivable from an Affiliate (as hereinafter defined) and any collateral associated therewith; (d) the charter documents, minute books, stock ledgers, tax returns, books of account and other constituent records relating to the corporate organization of the Seller and its subsidiaries, other than Phoenix International New York, Inc.; (e) the rights that accrue to the Seller and its subsidiaries under this Agreement, the Seller Ancillary Documents (as hereinafter defined), the Purchaser Ancillary Documents (as hereinafter defined) or any of the transactions contemplated in writing by such documents; (f) the contracts identified in Section 1.3(f) of the Seller Disclosure Letter; (g) all of the properties and assets which shall have been transferred or disposed of by the Seller, its subsidiaries or any Affiliate of the Seller or its subsidiaries prior to Closing which transfers or dispositions have been approved with the Purchaser's prior written consent; (h) all of the assets, properties and rights primarily relating to or arising out of any Excluded Liabilities (as hereinafter defined); (i) the rights to any of Seller's claims for federal, state or local tax refunds; (j) the artwork and personal computer equipment set forth in and Section 1.3(j) of the Seller Disclosure Letter; (k) the rights to any of Seller's claims (other than with respect to insurance policies claims arising out of the Purchaser's status as a shareholder of the Seller, except for claims arising with respect to this Agreement which shall be resolved pursuant to Article IX hereof) relating to, resulting from or arising out of claims made in pending or future suits, actions, investigations or other legal governmental or administrative proceedings, including but not limited to those insurance policies listed on Schedule 2.1(h) 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 (d) and any governmental authorization listed in Schedule 2.1(ecash proceeds from the settlement or resolution thereof); (el) any assets the stock or equity interests of any Employee Plan; (f) refunds or claims for refunds subsidiary of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements other than with respect theretoto Phoenix International New York, 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing DateInc.; and (jm) the assets, properties and rights of the Seller with respect to its non-trade finance operations in New Zealand all of which are identified in Section 1.3(m) of the Excluded Assets listed on Schedule 2.2(j)Seller Disclosure Letter.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary contained herein, the Buyer agrees that none of Station Assets shall not include the following assetsassets or any rights, properties, rights or interests of the Seller title and interest therein (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or investments; (b) all rights tangible and intangible personal property of Seller retired or disposed of between the Seller arising under the Transaction Documentsdate of this Agreement and Closing in accordance with Article 4; (c) all rights Station Contracts that are terminated or expire prior to Closing in and accordance with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Article 4; (d) any governmental authorization listed in Schedule 2.1(eSeller’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 assets of any Employee Planrefunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) refunds all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or claims for refunds of Taxes paid arrangement and the assets thereof, if any, maintained by the Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all Seller operatedrights to payments under the Stations’ network affiliation agreements, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores whether or kiosks and not offset) for goods or services provided prior to the leasesEffective Time (defined below) or commencement of the LMA (defined below), 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 applicable (the “Retail StoresA/R”) 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 computer software and programs used in the operation of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, Stations that are not used in, or otherwise attributable to the Wholesale Businesstransferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any Cash owned by period prior to the Seller as of the Closing Date; andEffective 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 refunds; (l) computers and other assets located at the Excluded Assets 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) the assets listed on Schedule 2.2(j)1.2, and the slogan “Great Media, Great People, Great Service.”

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing provisions of this Section 1, the following assets shall not constitute Properties and shall not be sold, assigned or conveyed to Buyer agrees that none of the following assetspursuant to Section 1 (such assets as described herein below, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) all Permits that are not assignable in connection with the consideration delivered to the Seller transactions contemplated by Buyer pursuant to the Transaction Documentsthis Agreement; (b) all rights crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Seller arising under Wellbores and disposed of, or in storage tanks or in pipelines past a measuring point, prior to the Transaction DocumentsEffective Time (the “Seller’s Substances”), and all proceeds attributable thereto; (c) all rights and causes of action, arising, occurring or existing in favor of Seller and with respect attributable to insurance policies the period prior to the Effective Time or arising out of the Selleroperation of or production from the Wellbores prior to the Effective Time (including, except for those insurance policies listed on Schedule 2.1(hbut not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to the period prior to the Effective Time); (d) all fee interests, overriding royalty interests and royalty interests, and all Executive Rights related to the Wellbores, and any governmental authorization listed in Schedule 2.1(e)and all right to protest any down-spacing ▇▇▇▇▇, increased density ▇▇▇▇▇, or exception location ▇▇▇▇▇ Seller, or its successors and assigns, may choose to drill; (e) all rights under the contracts identified in Section 1.6 to the extent relating to any assets properties outside of the Properties described in Sections 1.1 through 1.5, and Sections 1.7 and 1.8, and specifically to the extent any Employee Plansuch contracts relate to any additional ▇▇▇▇▇ or drilling activities outside of the Wellbores; (f) refunds or claims for refunds all corporate, financial, tax and legal records of Taxes paid by the Seller; provided, however, Buyer will be entitled to copies of any such records and rights to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, subject to such confidentiality requirements as Seller may reasonably require; (g) all Seller operatedcontracts of insurance or indemnity, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating subject to Retail Stores and personal property located at any Retail StoresSection 10; (h) all tangible property located at any refund of costs, taxes or expenses borne by Seller attributable to the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or period prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessEffective Time; (i) any Cash owned by other right or interest in and to the Seller as of Properties to the Closing Date; andextent attributable to the period prior to the Effective Time, and any right or interest in the properties described in Sections 1.1 through 1.8 to the extent not applicable to the Wellbores; (j) all deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of time prior to the Excluded Assets listed on Schedule 2.2(j)Effective Time; (k) all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller, other than the Data; (l) any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller; and (m) motor vehicles and other rolling stock.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Sellers shall not grant, sell, transfer, convey, assign or deliver, and Buyer agrees that none shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in any of the following assets, properties, rights or interests of Sellers or any of Sellers’ Affiliates, which are expressly excluded from the Seller Acquired Assets and are not to be acquired by Buyer pursuant to this Agreement (the “Excluded Assets”) shall be Acquired Assets:): (a) any assets, properties, rights or interests not specifically identified in the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsdefinition set forth in Sections 2.1(a) through 2.1(g); (b) all rights of the Seller arising under Retained Business, including the Transaction DocumentsRetained Products; (c) all rights in and with respect to insurance policies of Sellers arising under this Agreement or the Ancillary Agreements or from the consummation of the Seller, except for those insurance policies listed on Schedule 2.1(h)Transactions; (d) any governmental authorization listed in Schedule 2.1(e)all Tax refunds, credits, offsets, recoveries and similar benefits related to the Business for a Pre-Closing Tax Period or relating to the other Excluded Assets for all periods; (e) any assets of any Employee Planwholesale supply agreement for pharmaceutical products; (f) refunds or claims for refunds cash, cash equivalents, bank deposits and marketable securities on hand and in transit of Taxes paid by the SellerSellers, as well as all Accounts Receivable; (g) all the corporate books and records of Seller operatedParent and its Subsidiaries, license operated or any other books and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores records protected by the attorney work product, attorney-client 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 Storesother legal privilege; (h) all tangible property located rights, claims and credits of any kind, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Affiliates arising before, at any of or after the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses Closing and other current assets of the Seller generated or held by the Seller on or prior relating to the Closing Date, that are not used in, items set forth in this Section 2.2 or otherwise attributable to the Wholesale Businessany Excluded Liabilities; (i) all current and prior insurance policies, and all rights of any Cash owned by the Seller as of the Closing Datenature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; and (j) all of the Excluded Assets listed on Schedule 2.2(j)any Business Benefit Plan and any assets thereunder.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing, the Buyer agrees that none of Purchased Assets shall not include the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) all accounts or notes receivable held by a Seller related to or otherwise generated by the consideration delivered Business, and any security, claim, remedy or other right related to any of the Seller by Buyer pursuant to the Transaction Documentsforegoing (“Accounts Receivable”); (b) all rights right, title and interest of each Seller under all Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the Seller arising under the Transaction Documents“Excluded Contracts”); (c) all rights in the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller and with respect duplicate copies of such records as are necessary to insurance policies of enable the Seller, except for those insurance policies listed on Schedule 2.1(h)Sellers to file Tax Returns and reports; (d) all amounts deposited in and the assets of all Benefit Plans and all rights in connection with any governmental authorization listed in Schedule 2.1(e)trusts, insurance, arrangements, or other assets held pursuant to, or set aside to fund the obligations of Sellers under, any Benefit Plans; (e) any assets of any Employee Planthe assets, properties and rights specifically set forth on Schedule 2.02(e); (f) refunds any Tax refund or claims credit related to the Business, the Purchased Assets or the Assumed Liabilities that arose before the Closing Date for refunds of Taxes paid by any taxable period (or portion thereof) ending on or before the SellerClosing Date; (g) all Seller operatedof the assets of Sellers that are not used or held for use in (or intended to be used in), license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores generated by or kiosks and related to 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 StoresBusiness; (h) all tangible property located at any of the Retail Stores or the Leased Propertyequity interests owned by UGC in Uncommon Investment Advisors LLC, accounts receivable, notes receivable, prepaid expenses UGIV and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business;UW; and (i) the rights which accrue or will accrue to any Cash owned by Seller under this Agreement and the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Ancillary Documents.

Excluded Assets. Notwithstanding Those assets of Sellers described below, together with any provision in the Transaction Documents to the contraryassets described on Schedule 1.2 hereto, the Buyer agrees that none of the following assetsshall be retained by Sellers (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) and shall not be Acquired Assetsconveyed to Buyers: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash, cash equivalents and marketable securities (except p▇▇▇▇ cash); (b) all rights accounts receivable accrued and existing in respect of services rendered prior to the Seller arising under the Transaction DocumentsEffective Time (hereinafter defined), whether billed or unbilled, recorded or unrecorded, with collection agencies or otherwise; (c) all amounts payable to Sellers in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor (“RAC”) appeals, all payments associated with any Medicare accountable care organizations (“ACOs”), clinically integrated networks (“CINs”), or the Medicare Comprehensive Care for Joint Replacement Model (“CJR”), and all payments for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State of Tennessee’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Virtual and Statutory Disproportionate Share (“DSH”), (iii) charity payments, and (iv) Directed Payment Program (“DPP”)), and all appeals and appeal rights in and with respect of Sellers relating to insurance policies of such settlements, including cost report settlements, for periods prior to the Seller, except for those insurance policies listed on Schedule 2.1(h)Effective Time; (d) to the extent that the applicable Buyer does not need the same in connection with the operation of the Hospital or the Facilities or in connection with the defense of any governmental authorization listed claims, all records of Sellers relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, Tax Returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities, as well as all records which by law Sellers are required to maintain in Schedule 2.1(e)their possession; (e) prepaid insurance, prepaid assets dedicated to Sellers’ benefit plans and any assets of any Employee Planreserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums); (f) refunds the tradename “Tennova” and any variants thereof, including those variants identified on Schedule 1.2(f) (the “Excluded Tennova Marks”), and any and all names, symbols, trademarks, logos or claims for refunds of Taxes paid by other symbols used in connection with the SellerFacilities and the Assets which include the names “CHS,” “Community Health Systems,” “HMA” or any variants thereof or any other names which are proprietary to Seller or its Affiliates (together with the Excluded Tennova Marks, collectively, the “Excluded Marks”); (g) all Seller operatedany computer software, license operated systems and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores programs which are proprietary to Sellers 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 Storestheir Affiliates; (h) all tangible property located at any of the Retail Stores receivables from or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated obligations with Sellers or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businesstheir Affiliates; (i) Sellers’ insurance proceeds arising from pre-Effective Time incidents and Sellers’ assets held in connection with any Cash owned by self-funded insurance programs and reserves, if any; (j) any claims of Sellers against third parties to the Seller as extent that such claims relate to the operation of the Closing DateFacilities prior to the Effective Time or to the Excluded Assets or Excluded Liabilities; (k) all of Sellers’ or any Affiliate’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses; (l) all rights of CHS and Sellers in connection with and the assets of Sellers’ employee benefit plans; (m) all assets relating to home health or hospice operations; (n) all national or regional contracts of Sellers or any Affiliate of Sellers which are made available to any of the Facilities by virtue of the Facilities being an Affiliate of Sellers; (o) the electronic funds transfer accounts of the Facilities; (p) inventory or supplies that are expired or beyond their useful life; (q) all rights of Sellers in any contracts, commitments, leases and agreements which are not included in the Contracts; (r) any claims against third party payors relating to underpayments or violation of prompt pay statutes with respect to periods prior to the Effective Time; (s) all payments received by Sellers or their Affiliates pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020, P.L. 116-136, as amended, and any regulations promulgated thereunder (the “CARES Act”), including any amount received from the U.S. Department of Health & Human Services (“Provider Relief Funds”); and (jt) all rights of the Excluded Assets listed on Schedule 2.2(j)Sellers under this Agreement and its related documents.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary set forth herein, the Buyer agrees that none Purchased Assets shall not include any of the following assets, properties, properties and rights or interests of the Seller (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered ownership and other rights with respect to the any Seller by Buyer pursuant to the Transaction DocumentsBenefit Plan; (b) all rights the articles of incorporation and bylaws of the Seller, minute books, stock ledgers and other records of capitalization, qualifications to conduct business, taxpayer and other identification numbers, Tax Returns, Tax information, Tax records related to the Seller arising under or any of the Transaction DocumentsSeller’s Affiliates, corporate seals and any other document relating to the organization, maintenance and existence of the Seller; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed Personal Property set forth on Schedule 2.1(h2.2(c) (the “Excluded Personal Property”); (d) those Contracts set forth on Schedule 2.2(d) (the “Excluded Contracts”) and any governmental authorization other Contracts not listed in on Schedule 2.1(e2.1(d); (e) causes of action, lawsuits, judgments, claims and demands relating to any assets of any Employee Planthe Excluded Liabilities or the Excluded Assets, whether arising by way of counterclaim or otherwise; (f) refunds all express or claims for implied guarantees, warranties, representations, covenants, indemnities and similar rights relating to the Excluded Liabilities or the Excluded Assets, including third‑party warranties and guarantees and all related claims, credits, rights of recovery and set‑off as to third parties which are held by or in favor of the Seller and relate to the Excluded Liabilities or the Excluded Assets; KCP-4567096-16 (g) the rights that accrue to the Seller hereunder and under the Ancillary Agreements to which the Seller is a party; (h) All Taxes and installments of Taxes paid by the Seller and all rights to Tax credits and refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held whether paid directly by the Seller or indirectly by a third party on the Seller’s behalf, regardless of whether such rights have arisen or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businesshereafter arise; (i) any Cash owned by All corporate records, including, but not limited to, the Seller as Seller’s minute book and stock record book (but not including records of the Closing Date; andBusiness relating to operation of the Business described in Section 2.1(i)); (j) all records prepared in connection with the sale of the Purchased Assets, including bids received from third Persons and analyses relating to the Purchased Assets; (k) all insurance policies of the Seller and rights with respect to claims thereunder; (l) all deposits, advances, pre‑paid expenses and credits relating to the Excluded Assets listed Assets; (m) any equity interest in any Person and the assets, properties and rights identified on Schedule 2.2(j2.2(m).; and

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none The following assets of the following assets, properties, rights or interests of the Seller (collectively, the “Excluded Assets”) are excluded from the Purchased Assets and shall be Acquired Assets: remain Seller’s property after Closing: (a) all cash and cash equivalents, including any commercial paper, certificates of deposit, Treasury bills, other marketable securities and similar investments, and including any cash proceeds from the consideration delivered PPP Loans, and the bank accounts; (b) owned real property together with all right, title and interest held by Seller or any of its Affiliates in the appurtenances, hereditaments, existing buildings or other improvements, structures, parking facilities and fixtures located thereon and all reversions, remainders and rights of way appertaining to or otherwise benefitting such property; (c) minute book and equity records, including taxpayer and other identification numbers and other information and books and records, related to the Excluded Assets and the Retained Liabilities; (d) all rights and interests under, and all assets of, any Benefit Plan; (e) all records that Seller is required by Buyer pursuant Applicable Law to retain in its possession or necessary to retain with respect to an audit; (f) all Contracts not specifically listed on Schedule 2.1(d), including the Transaction Documents; Contracts listed on Schedule 2.2 (bcollectively, the “Excluded Contracts”); (g) all Tax Returns and Tax refunds (or rights thereto); (h) all claims, demands, rights and remedies in connection with any of the Excluded Assets or the Retained Liabilities; (i) all bank accounts which relate to, or are used or held for use in connection with, the Business; (j) all abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Applicable Law where the dormancy period elapsed prior to Closing; (k) any life insurance policies on officers of any Seller Party; (l) the Privileged Communications of any Seller Party; (m) any assets, refunds, credits, rebates, Contracts or other rights related to any Benefit Plan or any other employee benefit plan, program, arrangement, agreement and policy of any Seller or any of their Affiliates; (n) all rights of the any Seller arising Party under the this Agreement and any other Transaction Documents; ; and (co) all rights in iPhones, iMacs, iPads and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid Apple Watches used by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇ ▇. ▇▇▇▇▇’▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)▇▇▇▇▇▇▇▇.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the Buyer agrees that none following assets of the following assets, properties, rights or interests of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”) shall be Acquired Assets:"): (a) all rights of Seller and Seller's Affiliates arising under this Agreement, the consideration delivered to Other Agreements or from the Seller by Buyer pursuant to consummation of the Transaction Documentstransactions contemplated hereby or thereby; (b) all of Seller's rights of in assets to the Seller arising extent related primarily to Seller's tissue culture based urokinase product currently marketed under the Transaction Documentsbrand Abbokinase(R); (c) all rights in accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Products existing at the Closing Date; (d) all rights of Seller and Seller's Affiliates arising under any governmental authorization listed active contract or agreement not set forth in Schedule 2.1(e2.1(c); (e) any assets all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of any Employee PlanSeller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the Closing Date; (f) refunds all real property, buildings, structures and improvements thereon, whether owned or claims for refunds of Taxes paid leased by Seller or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the Sellerbuildings designated by Seller as the M3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Intellectual Property of Seller operatedor Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), license operated specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and franchise operated any variants thereof, the stylized ▇▇▇▇▇’l "A," ▇▇▇ 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 facilitiesABBOKINASE(R) trademark, 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 generated or held by the Seller on or prior Intellectual Property to the Closing Date, that are not used in, or otherwise attributable extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which will be licensed to Buyer pursuant to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(jPatent License Agreement).

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents Section 1.1 to the contrary, the Buyer agrees that none Purchased Assets shall not include any of the following assets, properties, rights or interests assets of the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and all accounts, notes and loans receivable; (b) all rights of the Seller arising under the Transaction Documentsfurniture and fixtures; (c) all rights product leases in and with respect to insurance policies effect as of the Seller, except for those insurance policies listed on Schedule 2.1(hClosing Date and receivables outstanding thereunder (the "Excluded Leases"); (d) any governmental authorization listed in Schedule 2.1(e)minute books and stock record books of the Seller; (e) any assets rights under or with respect to any employee benefit plans of any Employee Plan;the Seller, except to the extent otherwise provided in Section 5.9 (f) refunds all amounts billable or claims for refunds collectible under customer Contracts with respect to products shipped but not invoiced as of Taxes paid by the SellerClosing Date; (g) all Seller operatedcontracts, license operated agreements, understandings and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores arrangements with customers outside the United States 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 Canada (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores"Foreign Customer Contracts"); (h) all tangible property located at any of rights, liabilities and obligations under the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessExcluded Contracts; (i) any Cash owned by all claims, warranties, choses of action, causes of action, rights of recovery and rights of set-off relating to the Seller as of Excluded Assets or the Closing Date; andLiabilities Not Assumed; (j) all consideration to be received by and the rights of the Seller under this Agreement; (k) original records, files and other information kept for financial reporting purposes or information related to the product leases and the Foreign Customer Contracts, provided however that copies of the foregoing shall be provided to Buyer and considered Purchased Assets, and original records, files and other information kept for income tax purposes; (l) all Contracts of insurance and the proceeds thereof; (m) Permits not relating exclusively to the Business or that are not transferable to Buyer; (n) non-transferable software listed on Schedule 1.2(n) hereto; --------------- (o) all equipment that is subject to any product lease; (p) trademarks, service marks and trade names not set forth in Part 3.9 of the Seller Disclosure Schedule, including the name "▇▇▇▇▇▇" or the words "Productivity Systems," or any derivation thereof and other 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 listed 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 properties located outside of the United States of America and Canada which are used in connection with the Foreign Customer Contracts; (s) in the event the software license agreement between Seller and Sybase, Inc. dated as of August 29, 1996 (the "Sybase Agreement") is not assigned to Buyer, the amount prepaid thereunder as reflected on Schedule 2.2(j).the Latest Balance Sheet under the account identified as "Software Licenses" included in the "Other Assets" account shall be an "Excluded Asset"; and

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer agrees that none of the following assetsin 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 interests other assets of such Seller other than the Seller Acquired Assets (collectively, the “Excluded Assets”) which shall be Acquired Assetsinclude: (a) all Accounts Receivable of the consideration delivered Sellers to the Seller by Buyer pursuant extent not related to the Transaction DocumentsAcquired Assets or Acquired Businesses; (b) all rights Equity Interests of any of the Seller arising under the Transaction DocumentsSellers’ direct or indirect Subsidiaries; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Sellers’ rights under this Agreement; (d) all of the Sellers’ rights under any governmental authorization listed in Schedule 2.1(e)Excluded Asset; (e) all Contracts to which any assets of any Employee PlanSeller is a party other than the Assigned Contracts, including independent contractor agreements; (f) refunds or claims all payments for refunds the purchase of Taxes paid by the Sellergoods, including but not limited to customer deposits and prepaid amounts; (g) all Leases to which any Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and is a party other than 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 StoresAssumed Leases; (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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessAlbatross Software; (i) all Tax Returns or Tax refunds of a Seller Tax Group or any Cash owned by the Seller as of the Closing Date; andor Affiliate thereof; (j) 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 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 software, Intellectual Property Rights, Computer Systems, and information technology systems and applications, including the PVS6 gateway and related technology, that are owned, used in, relate to, or are necessary for the conduct and performance of (i) services to all lease customers under the existing maintenance services agreements pursuant to which Sellers provide certain operating and maintenance services to those subsidiaries of SunStrong Capital Holdings, LLC who own PV and storage systems (each, an “Owner”), (ii) the existing lease and loan services agreements, pursuant to which SunPower Capital Services, LLC provides certain lease and loan services to the Owners, and (iii) the existing transaction management and asset management agreements pursuant to which SunStrong Capital Holdings, LLC and SunPower Capital Services, LLC provide certain administrative and management services, provided, however, the Sellers shall (A) subject to the entry of an Order by the Bankruptcy Court, provide the purchaser with a license to utilize the PVS6 gateway and related technology with respect to the Acquired Assets and (B) use commercially reasonable efforts to transfer the servicing of the Excluded Acquired Assets listed on Schedule 2.2(j)to a go-forward servicer; and (l) 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 it is determined that the computers may be transferred, all computers of Sellers will be transferred to Purchaser at no additional cost.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, there shall be excluded from the Buyer agrees that none of sale, conveyance, assignment or transfer from the Asset Sellers to Buyers hereunder, and the Purchased Assets shall not include, the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash and cash equivalents of any Asset Seller, including any investment securities and other short- and medium-term investments of any Asset Seller; (b) all trade accounts receivable and other 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 foregoing (“Accounts Receivable”); (c) real property owned by any Asset Seller, including the real property relating to the Altoona Facility; (d) any real property lease rights of any Asset Seller, except for the Plant B Lease and the Georgia Lease; (e) Contracts to which any Asset Seller arising is party or bound that are not Assigned Contracts (the “Excluded Contracts”); (f) the rights that accrue or will accrue to any Asset Seller under the Transaction Documents; (cg) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the of any Asset Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at Tax Returns (and related work papers and work product) of any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessAsset Seller; (i) any Cash owned by the Seller as of the Closing Date; andTrademarks not assigned in connection herewith; (j) all Seller Benefit Plans and any funds held in trust in connection with such Seller Benefit Plans; (k) any rights or benefits pursuant to any insurance policies of any Asset Seller (whether intercompany, self-insurance or otherwise); (l) any causes of action, lawsuits, judgments, claims and demands of any nature of any Asset Seller that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets listed on Schedule 2.2(j)Assets, whether arising by way of counterclaim or otherwise; (m) any Permits of any Asset Seller, including Environmental Permits, not specifically assigned in connection herewith; (n) all Excluded Plant A Inventory as of the Closing; (o) the Asset Seller Corporate Books; (p) the Excluded UPC Codes; and (q) any other asset owned, leased or licensed by any Asset Seller that is not included in the Purchased Assets.

Excluded Assets. Notwithstanding any provision Seller specifically excludes from this transaction all reservations and exceptions listed in Exhibit “A” and the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assetsfollowing: (a) All vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunications systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used or required in connection with the consideration delivered to operation of the Seller by Buyer pursuant to the Transaction DocumentsProperties; (b) all rights of computer equipment, telecommunications equipment, vehicles, tools, pulling machines, and other equipment and material temporarily located on the Seller arising under the Transaction DocumentsProperty; (c) all rights in and with respect items excluded from the Records provided to insurance policies of Buyer before the Seller, except for those insurance policies listed on Schedule 2.1(h)execution date; (d) any governmental authorization listed personal property, fixtures, equipment and facilities located on the Lands, but currently in Schedule 2.1(e)use exclusively in connection with the ownership or operation of other property not included in the Properties; (ei) all trade credits, accounts receivable, notes receivable and other receivables attributable to Seller’s interest in the Properties with respect to any assets period of time prior to the Effective Time; (ii) all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Seller’s interest in the Properties with respect to any Employee Planperiod of time prior to the Effective Time; and (iii) all proceeds, benefits, income or revenues accruing (and any security of other deposits made) with respect to the Properties prior to the Effective Time; (f) refunds or claims for refunds all corporate, financial, and tax records of Taxes paid by Seller other than the SellerRecords; (g) all claims and causes of action of Seller operatedarising from acts, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores omissions or kiosks and events, or damage to or destruction of, the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within Properties occurring prior to 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 StoresEffective Time; (h) except as otherwise provided in Article 16, all tangible property located at any rights, titles, claims and interests of Seller relating to the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or Properties prior to the Closing Date, that are not used in, Effective Time (i) under any policy or otherwise attributable agreement of insurance or indemnity; (ii) under any bond; or (iii) to the Wholesale Businessany insurance or condemnation proceeds or awards; (i) any Cash owned by all Hydrocarbons produced from or attributable to the Seller as Properties with respect to all periods prior to the Effective Time, together with all proceeds from or of such Hydrocarbons, except the Closing Date; andInventory Hydrocarbons; (j) claims of Seller for refund of or loss carry forwards with respect to production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Time, or income or franchise taxes; (k) all amounts due or payable to Seller as adjustments or refunds under any contracts or agreements (including take-or-pay claims) affecting the Properties, respecting periods prior to the Effective Time except to the extent such amounts are subject to make-up rights out of future production after the Effective Time; (l) all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties with respect to any period prior to the Effective Time; (m) all proceeds, benefits, income or revenues accruing (and any security or other deposits made) with respect to the Properties, and all accounts receivable attributable to the Properties, prior to the Effective Time; (n) all of the Excluded Assets Seller’s intellectual property, including, but not limited to, proprietary computer software, patents, trade secrets, copyrights, names, marks and logos; (o) all hedge obligations and hedge contracts; and (p) any item listed on Schedule 2.2(j)2.2.

Excluded Assets. Notwithstanding any provision the foregoing, the Purchased Assets shall not include, Purchaser shall not purchase, and Seller shall retain, all assets of Seller not included in the Transaction Documents to the contrary, the Buyer agrees that none definition of the Purchased Assets, including the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsCash and Cash Equivalents; (b) all rights of the accounts and notes receivable held by Seller arising under the Transaction Documentslisted on Schedule 2.2(b); (c) all prepaid expenses, credits, advance payments, claims, security, refunds, rights in of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)fees; (d) all Contracts (i) to which Seller is a party or by which Seller or any governmental authorization of its properties or assets may be bound that are not IP Licenses, Assumed Purchase Orders or Assigned Contracts or (ii) listed in on Schedule 2.1(e2.2(d) (collectively, the “Excluded Contracts”); (e) any assets the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of any Employee Planaccount or other records having to do with the corporate organization of Seller; (f) refunds or claims for refunds of Taxes paid by the Sellerall Employee Benefit Plans and assets attributable thereto; (g) all the rights which accrue or will accrue to Seller operatedunder this Agreement, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks the Ancillary Agreements 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 Storestransactions contemplated thereby; (h) all tangible property located at any of the Retail Stores or the Leased Propertyinsurance benefits to Seller, accounts receivableincluding rights and proceeds, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or arising prior to the Closing Date, that are not used in, from or otherwise attributable relating to the Wholesale Business, the Purchased Assets or the Assumed Liabilities; (i) all rights to any Cash owned Actions of any nature available to or being pursued by Seller to the Seller as extent related to the Business and actions or omissions prior to the Closing, whether arising by way of the Closing Date; andcounterclaim or otherwise; (j) all interests in and to refunds of Taxes relating to Pre-Closing Tax Periods or the Excluded Assets listed Assets; (k) the assets, properties, and rights specifically set forth on Schedule 2.2(j)) of the Seller Disclosure Schedule; and (l) all assets used exclusively or primarily in Seller’s Other Businesses.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary contained herein, the Buyer agrees that none of Station Assets shall not include the following assetsassets along with all rights, properties, rights or interests of the Seller title and interest therein (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, asset or money market accounts and all such similar accounts or investments; (b) all rights accounts receivable or notes receivable arising in the operation of the Seller arising under the Transaction DocumentsStations prior to Closing; (c) all rights tangible and intangible personal property of Seller disposed of or consumed in the ordinary course of business of Seller between the date of this Agreement and Closing consistent with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Article 9; (d) any governmental authorization listed all Station Contracts that terminate or expire prior to Closing in Schedule 2.1(e)the ordinary course of business of Seller; (e) any assets Seller's name, corporate minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of any Employee PlanSeller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations (it being understood that the Station Assets include copies of records shared by one or more Stations and one or more other stations in the market and that each party shall use reasonable efforts to maintain the confidentiality of the other's non-public information that is related to the Stations or other stations); (f) refunds contracts of insurance, and all insurance proceeds or claims for refunds of Taxes paid by the Sellermade thereunder; (g) except as provided in Section 10.4, all Seller operatedpension, license operated profit sharing or cash or deferred (Section 401(k)) plans and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks trusts and the leasesassets thereof and any other employee benefit plan or arrangement and the assets thereof, licenses and franchise agreements with respect theretoif any, 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 Storesmaintained by Seller; (h) all tangible property located at any of the Retail Stores or the Leased Propertyrights, accounts receivable, notes receivable, prepaid expenses properties and other current assets of the Seller generated or held by the Seller described on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSchedule 1.2(h); (i) any Cash owned by all rights, properties and assets used in the Seller as operation of the Closing DateStations and also used in the operation of any other radio station or stations, except that any such items that are necessary to operate the Stations in all material respects as currently operated shall not be excluded unless replaced with items sufficient to operate the Stations in all material respects as currently operated (and such obligation shall not be subject to any minimum aggregate Damages limitations set forth in Article 15 hereof); and (j) all the rights and interests of the Excluded Assets listed on Schedule 2.2(j).any counter-party to any Station Contract or licensor of Intangible Property

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none The "Excluded Assets" shall consist of (i) the following assetsassets of Seller, propertiesand (ii) any other assets of Seller which are not specifically set forth in Schedule 2.1, rights or interests all of which are specifically excluded from the Seller (the “Excluded Assets”) shall be definition of Acquired Assets: (a) the consideration delivered Seller's books and records not included in Section 2.1(g) above, including Seller's corporate charter, taxpayer and other identification numbers, corporate seals, minute books (including materials distributed to directors), stock transfer books, blank stock certificates, tax records, personnel records, and all other books and records related to the Seller Excluded Assets, Excluded Contracts, Excluded Liabilities or otherwise not related to the Business or the Acquired Assets; provided, however, copies of any such books and records shall be provided to Buyer for legitimate business purposes to the extent reasonably requested by Buyer pursuant to comply with the Transaction Documentsrequirements of Governmental Entities or in connection with legal matters, provided appropriate confidentiality protections and use restrictions, reasonably satisfactory to both parties, shall be agreed to with respect to such copies; (b) all rights All claims, rights, interests and proceeds with respect to Tax refunds for Taxes that accrue to Seller (excluding refunds of Taxes for which Buyer is liable under this Agreement) or for which Seller is liable prior to the Seller arising Closing under the Transaction Documentsthis Agreement, or heretofore paid by Seller; (c) all rights in and with respect to insurance policies All deferred tax assets or tax attributes of the Seller, except for those insurance policies listed on Schedule 2.1(h); (d) any governmental authorization listed in Schedule 2.1(e)All Excluded Contracts; (e) any assets of any Employee PlanAll logos, trademarks, service marks, or other markings or Intellectual Property licensed by Seller pursuant to the Blockbuster License; (f) refunds or claims for refunds All DVD inventory (inclusive of Taxes paid by the SellerBlu-Ray and videogame discs), including cases and RFID tags, that is not included in Personal Property; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) Any and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresIntellectual Property which is not Purchased Intellectual Property, including, but not limited to, all Licensed Intellectual Property; (h) All of Seller's right, title and interest (as applicable) in and to any and all tangible property located at any of software not included in the Retail Stores or the Leased PropertyPurchased Software, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior including but not limited to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessOwned Seller Software; (i) Seller's cash on hand and all other cash in any Cash owned by of Seller's bank or savings accounts, and any other cash equivalents of Seller, relating to the Business or otherwise; (j) All furniture and office equipment of Seller as used in or relating to the Business or otherwise, including, but not limited to, personal computers, cell phones and any other portable electronic devices; (k) All intercompany accounts and notes receivable; (l) All interests in the securities of the Closing Dateany of Seller's subsidiaries or other Affiliates; and (jm) all of the Excluded Assets listed The assets specifically identified on Schedule 2.2(j2.2(m).

Excluded Assets. Notwithstanding The Purchased Assets shall not include any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests and properties of the Seller (the “Excluded Assets”) ), all of which are excluded from the Purchased Assets and shall be Acquired Assetsretained by the Seller: (a) all cash, cash equivalents and short-term investments of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsSeller; (b) all the rights arising under those Contracts of the Seller arising under not listed on Schedule 2.2(g) (collectively, the Transaction Documents“Excluded Contracts”); (c) all rights of the Seller exclusively in connection with the Business relating to deposits, prepaid expenses, claims for refunds and rights of offset (including amounts paid to the Seller in respect of the Post-Closing Advertising); (d) all claims and rights of the Seller to federal, state, local and foreign Tax refunds, Tax refund claims, Tax credits and Tax deposits for tax periods ending before the Closing Date, and with respect to insurance policies any such refund applicable to any Straddle Period, the portion of any refund for the Sellerperiod for which the Seller is responsible for any Straddle Period Taxes corresponding to such refund, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e)as determined under Section 7.3; (e) any assets all corporate seals, corporate minute books, stock records and Tax Returns of any Employee Planthe Seller; (f) refunds or claims for refunds all insurance policies of Taxes paid by the Seller and all of the Seller’s rights thereunder; (g) all Seller operatedGovernmental Authorizations of the Seller, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores to the extent not transferable by their terms 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 Storesunder applicable Legal Requirements; (h) all tangible property located at any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses assets and other current assets rights of the Seller generated or held by the Seller on or prior in and with respect to the Closing Date, that are not used in, or otherwise attributable to Plans and Other Benefit Obligations of the Wholesale BusinessSeller; (i) the Fixed Assets of the Seller not at the Real Property; (j) except for the Real Property, all owned real property of the Seller not related to the Business; (k) any Cash owned non-material rights, properties or assets of any nature used in the Business but not used or held for use by the Seller as exclusively in connection with the Business; (l) the rights of the Closing DateSeller under this Agreement or any document or agreement entered into in connection herewith; (m) all accounts, notes and other receivables of the Seller, whether or not related to the Business; and (jn) all the October 2012/November 2012 issues of Country Sampler and Smart Retailer magazines, unless and until such issues are replaced on the Excluded Assets listed on Schedule 2.2(j)newsstands in the Ordinary Course with the December 2012/January 2013 issues of Country Sampler and Smart Retailer magazines.

Excluded Assets. Notwithstanding any provision Pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain all assets, rights and properties not used or intended for use in the Transaction Documents to Business (except that, for the contraryavoidance of doubt, the Buyer agrees that none no asset, right or property set forth in clause (i) through (ix) of the following assetsdefinition of Purchased Assets shall be retained by the Sellers), propertiesand, rights or interests of as such, they are not included in the Seller Purchased Assets (collectively, the “Excluded Assets”) shall be Acquired Assets), including, without limitation: (a) Assets that are owned by licensees of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsSellers; (b) all rights of All assets relating to the Seller arising under the Transaction DocumentsEmployee Benefit Plans, whether or not held in trust; (c) all rights in and with respect All Contracts that have terminated or expired prior to insurance policies of the SellerClosing Date, except for those insurance policies listed on Schedule 2.1(h)rights contained in License Agreements that expressly or by their nature survive expiration or termination; (d) Any and all of the Sellers’ rights in any governmental authorization listed in Schedule 2.1(e)Contract representing an intercompany transaction between a Seller and an Affiliate of a Seller; (e) Sellers’ corporate minute books and records, such other books and records as pertain to the organization, existence or capitalization of the Sellers and duplicate copies of such records as are necessary to enable the Sellers to file its tax returns and reports, as well as any assets of any Employee Planother records or materials relating to the Sellers generally and not involving or relating to the Purchased Assets; (f) refunds Claims for and rights to receive Tax refunds, and any notes, worksheets, files or claims for refunds of Taxes paid by documents relating thereto with respect to any period prior to the SellerClosing Date; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores proceeds paid or kiosks and payable by any insurance provider for any Purchased Asset that is destroyed or damaged prior to 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 Closing Date under insurance policies covering or owned properties relating to Retail Stores and personal property located at any Retail StoresPurchased Assets or Assumed Contracts; (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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessInventory; (i) subject to Section 3.6, the Sellers’ rights to receive any Cash owned payments from third parties arising from the operation of the Business prior to the Closing; (j) the Seller Accounts Receivable; (k) any of the Parent’s or Sellers’ brands, other than those included in any of the Waverly Intellectual Property, Gramercy Intellectual Property or Village Intellectual Property; (l) All rights of the Sellers under this Agreement, any agreement, certificate, instrument or other document executed and delivered by the Seller as Sellers or Buyer in connection with the transactions contemplated hereby, or any side agreement between the Sellers and Buyer entered into on or after the date of the Closing Datethis Agreement; and (jm) all Those assets which are used in both the Business and non-Business related operations of the Excluded Assets listed Parent and the Sellers which are all set forth on Schedule 2.2(j2.2(m).

Excluded Assets. Notwithstanding any contrary provision in this Agreement, Seller will retain and not transfer, Buyer will not purchase or acquire, and the Transaction Documents to the contraryPurchased Assets will not include, the Buyer agrees that none of the following assets, propertieswhether or not related to, rights used, useful or interests of held for use in connection with the Seller Business (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents; (b) all rights the accounts receivable of the Seller arising under the Transaction DocumentsBusiness; (c) all rights in and with respect to insurance policies of Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the Seller, except for those insurance policies listed on Schedule 2.1(h“Excluded Contracts”); (d) the corporate seal, minute books, charter documents, corporate stock record books and other records that pertain to the organization, existence or capitalization of Seller and duplicate copies of those records included in the Purchased Assets that are necessary to enable Seller to file its tax returns and reports as well as any governmental authorization listed in Schedule 2.1(eof the records or materials relating to Seller generally and not involving or relating to the Purchased Assets (“Corporate Records”); (e) all Tax assets (including duty and Tax refunds and prepayments) of Seller or any assets of any Employee Planits Affiliates; (f) refunds or claims for refunds all prepaid expenses, credits, advance payments, claims, security, refunds, rights of Taxes paid by recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the Sellerpayment of Taxes); (g) all Seller operatedAll Owned Real Property and Leased Real Property; provided, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and however, that any fixture explicitly set forth on Section 2.01(b) of 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 StoresDisclosure Schedules shall be a Purchased Asset; (h) all tangible property located at any goodwill of Seller (other than goodwill that is directly related to and arises in connection with the Business and the Assigned Trademarks), and the going concern value of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned all assets, properties and rights produced, held or used by Seller in its businesses other than the Seller as of the Closing DateBusiness, including Seller’s plastics business segment; and (j) all of the Excluded Assets listed on Schedule 2.2(j)rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary contained in this Agreement, immediately prior to the Closing, the Buyer agrees that none Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of the following assets, properties, rights or interests assets of the Seller Company (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsExcluded Contracts; (b) any rights, claims and credits (including all rights guarantees, indemnities, warranties and similar rights) in favor of the Seller arising Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under the Transaction DocumentsSection 1.1; (c) all rights in and with respect to insurance policies the Markers listed on Section 1.2(c) of the Seller, except for those insurance policies listed on Schedule 2.1(h)Company Disclosure Letter; (d) any governmental authorization except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in Schedule 2.1(eaccordance with Section 4.2 hereof), and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital; (e) any assets all refunds or rebates of any Employee PlanTaxes to which Sellers are entitled under Section 12.9(g); (f) refunds or claims for refunds all of Taxes paid the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by the SellerLaw); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller operatedor any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), license operated the Customer Database; (k) all data, files and franchise operated other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing DateBranded Paraphernalia; and (jr) all other assets and properties of the Excluded Assets listed on Schedule 2.2(j)Company not exclusively used or held for use in connection with the Business.

Excluded Assets. Notwithstanding any provision The following assets and properties of WTGS TV, the Seller and their respective Affiliates (whether or not included in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller Option Assets) (the “Excluded Assets”) shall not be Acquired acquired by Buyer and are excluded from the Station Assets: (a) all of the consideration delivered to Cash and Cash Equivalents of WTGS TV, the LIN Companies, the Seller by Buyer pursuant to the Transaction Documentsor any of their Affiliates; (b) all rights bank and other depository accounts of WTGS TV, the Seller arising under Seller, the Transaction DocumentsLIN Companies or any of their Affiliates; (c) insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights in and with respect to insurance policies of the Sellerproceeds, except for those insurance policies listed on Schedule 2.1(h)thereunder; (d) any governmental authorization listed all interest in Schedule 2.1(e)and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any assets cause of action or claim relating to any Employee Planevent or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) refunds or claims for refunds of Taxes paid by the Sellerall Accounts Receivable; (g) all Seller operated, license operated intercompany accounts receivable and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks intercompany accounts payable of WTGS TV and its Affiliates and the leases, licenses Seller 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 Storesits Affiliates; (h) all tangible property located at (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of WTGS TV, the LIN Companies, the Seller or any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses their Affiliates and other current assets (iii) duplicate copies of records of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessStation; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Cash owned 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 assets of any Employee Plan sponsored by WTGS TV the Seller Seller, the LIN Companies or any of their Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of WTGS TV’s or the Seller’s, as applicable, rights, title and interest in and to (i) WTGS TV’s or the Seller’s name, service names and trade names (including, without limitation, the names “▇▇▇▇▇▇▇”, “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the Closing Dateforegoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and (jp) all real and personal, tangible and intangible assets of WTGS TV, the Seller, the LIN Companies and their Affiliates that are used in connection with the operation of the Excluded Assets listed on Schedule 2.2(j)Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of WTGS TV and its Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of WTGS TV, the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of WJCL Savannah, Georgia.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer from AAR Manufacturing to Buyer agrees that none of hereunder, and the Telair U.S. Assets shall not include, the following assets, properties, rights or interests of the Seller assets and properties (such retained assets and properties are collectively referred to herein as the “Excluded Assets”) shall be Acquired Assets:): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the consideration delivered to possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of AAR Manufacturing and (iii) investment securities and other short- and medium-term investments of AAR Manufacturing, but in each case excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Benefit Plans that are Excluded Assets) and (B) security deposits in the Seller by Buyer pursuant to the Transaction Documentspossession of landlords, utility companies or Governmental Authorities (items (A) and (B) collectively, “Cash Deposits”); (b) all rights the Owned Real Property of the Seller arising under the Transaction DocumentsAAR Manufacturing; (c) all rights in and with respect to insurance policies refunds of the Taxes of any Seller, except for those insurance policies listed on Schedule 2.1(h); (d) all Tax Returns (and related work papers and work product) of any governmental authorization listed in Schedule 2.1(e)Seller; (e) except as expressly provided in Section 5.4, all Seller Benefit Plans and any assets of any Employee Planfunds held in trust in connection with such Seller Benefit Plans; (f) refunds or claims for refunds of Taxes paid by the SellerSeller Trademarks; (g) all the Contracts, computer hardware, stored data, software and documentation owned or licensed by AAR Manufacturing and listed in Section 2.2(g) of the Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresDisclosure Letter; (h) all tangible property located at any rights or benefits pursuant to any insurance policies of AAR Manufacturing (whether intercompany, self-insurance or otherwise); provided, however, that following the Retail Stores Closing, to the extent acceptable to the insurance carriers of Sellers to which the claim applies, Buyer and its Affiliates (including the Business) shall continue to have access to, be entitled to make claims on, cause Sellers or its Affiliates to make a claim on (on behalf of Buyer), be entitled to claim benefits from or seek coverage under occurrence based insurance policies of Sellers that relate to any claim, act, omission, event, circumstance, occurrence or loss related to the Business Assets, the Transferred Employees or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated Assumed Liabilities that occurred or held by the Seller existed on or prior to the Closing Date, it being understood that are not used inBuyer shall be responsible for any deductibles or retentions, as well as any costs or otherwise attributable to the Wholesale Businessexpenses, associated with any such claims; (i) any Cash owned causes of action, lawsuits, judgments, claims and demands of any nature of AAR Manufacturing that arose or arise or relate to events that occur prior to, at or following the Closing but only if the same arose, arise out of, or are related to, any of the other Excluded Assets, whether arising by way of counterclaim or otherwise; (j) any governmental licenses, permits and approvals of AAR Manufacturing, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (k) any Books and Records of AAR Manufacturing (i) to the extent they relate to the businesses of AAR Manufacturing or any of its Affiliates (other than the Business); (ii) that AAR Manufacturing or any of its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (l) any other assets or rights listed in Section 2.2(l) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such assets shall be transferred, prior to Closing, from the applicable Acquired Company or the Satair JV to AAR International or such other entity as directed by AAR International, with such transfer being characterized by the Seller parties hereto as a distribution made prior to the Effective Time. Notwithstanding anything herein to the contrary, in accordance with Section 2.4 Buyer shall pay AAR International for any and all cash, cash equivalents and cash items that are held by any Acquired Company or the Satair JV at the Closing (such amount expressed in U.S. Dollars regardless of its current currency or form, the “Closing Cash Amount”), which amounts shall be subject to adjustment pursuant to Section 2.6; provided that for purposes hereof (i) the “Closing Cash Amount” shall be reduced by the aggregate balance of all outstanding checks as of the Closing, (ii) with respect to cash and cash equivalents of the Satair JV, only 70.5% of such cash and cash equivalents shall be included in the calculation of the “Closing Cash Amount,” (iii) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Germany as of the Closing Date; and (j) all in excess of $2,000,000 shall be included in the calculation of the Excluded Assets listed on Schedule 2.2(j)“Closing Cash Amount,” and (iv) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Norway and Sweden as of the Closing in excess of $1,500,000 shall be included in the calculation of the “Closing Cash Amount.”

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, the Buyer agrees that none Seller shall retain all of its existing right, title and interest in and to the following assets, propertiesand there shall be excluded from the Transfer to Buyer hereunder, rights or interests of and the Seller Transferred Assets shall not include, the following (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) all cash and cash equivalents, bank accounts, credit cards, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit, treasury bills and other 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 consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsfinal Net Working Capital for purposes of Section 2.6 hereof; (b) all rights to any refund of Taxes, deposits for Taxes with any Governmental Entity, or prepaid Taxes, in each case, to the Seller arising under extent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Transaction DocumentsBusiness or the Transferred Assets, or (y) the other Excluded Assets; (c) all rights in connection with and with respect to insurance policies assets of the Seller, except for those insurance policies listed on Schedule 2.1(h)Benefit Plans; (d) any governmental authorization listed in Schedule 2.1(e)all insurance policies and binders of Seller, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies; (e) any assets of any Employee Planthe Retained Names; (f) refunds or claims for refunds all Intellectual Property Rights of Taxes paid by Seller and its Affiliates, other than the SellerTransferred Intellectual Property; (g) all Seller operatedExcluded Books and Records, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storeswherever located; (h) all tangible property located at 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 in providing services to Buyer under any of the Retail Stores Ancillary Agreement, in each case not exclusively used in or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior exclusively related to the Closing Date, that are Business and not used in, or otherwise attributable to included in the Wholesale BusinessTransferred Intellectual Property; (i) any Cash owned by all IT Assets of Seller, other than the Seller as of the Closing Date; andTransferred IT Assets; (j) all rights, claims and causes of actions relating to any Excluded Asset or Excluded Liability; (k) all consideration received by Seller pursuant to, and all rights of Seller under, this Agreement or any Ancillary Agreement; (l) all confidential communications between Seller and its legal counsel and other advisors arising out of or relating to the negotiation, execution or delivery of this Agreement or the Transaction (or the sales process relating to the potential sale of the Excluded Assets listed Business), including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto; (m) any asset which is not included as a Transferred Asset; and (n) all assets described on Schedule 2.2(j)Section 2.2(n) of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, the Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and none of the following assetsSellers nor any of their Affiliates is selling, propertiesassigning, rights transferring or interests conveying, pursuant to this Agreement any of the Seller following Assets of the Sellers or any of their Affiliates (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) any Assets not used in, held for use in, related to or reasonably necessary for the consideration delivered to operation of the Seller by Buyer pursuant to the Transaction DocumentsBusiness; (b) all rights cash and cash equivalents and marketable securities of the Seller arising under the Transaction DocumentsBusiness, but excluding Buyer Cash; (c) all rights in and with respect to insurance policies equity interests of the Seller, except for those insurance policies listed on Schedule 2.1(h)any Seller or any of its Affiliates; (d) the minute books, stock records, stock certificates, Organizational Documents, corporate seals, corporate registers and similar documents of the Sellers or any governmental authorization listed in of their Affiliates and any other books and records that the Sellers or their Affiliates are required to retain or are prohibited from disclosing or transferring to Buyer under applicable Law or pursuant to any agreement set forth on Schedule 2.1(e1.2(d); (e) any assets all rights of the Sellers under Permits to the extent not transferable pursuant to applicable Laws or by the terms of any Employee Plansuch Permit; (f) refunds or claims for refunds all rights of Taxes paid by the SellerSellers under this Agreement and the Ancillary Agreements; (g) all Seller operatedknown or unknown, license operated liquidated or unliquidated, contingent or fixed, rights, claims (including counter-claims) or causes of action, choses in action, rights of recovery and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises rights of manufacturing facilitiesset-off of any kind, and kiosks and cafes located indemnities against any Person that any Seller may have against any Person, in grocery storeseach case to the extent related to (i) an Acquired Asset, hotelsto the extent exclusively arising in, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores or in respect of any period prior to the Closing; provided that any such rights, claims (excluding counter-claims), causes of action, choses in action, rights of recovery, rights of set-off and personal property located at indemnities may not be asserted against a Person with whom Expedia has a then-current business relationship without the prior written consent of Buyer (in the case of an indemnity claim only, such written consent not to be unreasonably withheld), (ii) an Acquired Asset, arising in, relating to or in respect of periods both prior to and after the Closing (a “Straddle Claim”), but only to the extent that such rights, claims (excluding counter-claims) or causes of action, choses in action, rights of recovery and rights of set-off of any Retail Storeskind, and indemnities relate to the period prior to the Closing and if asserted by Sellers, subject to Section 5.15, (iii) any Liability arising under any Contract that does not constitute an Assumed Contract, (iv) an Excluded Liability, (v) any claim that the Sellers shall have asserted prior to the date hereof or (vi) as otherwise set forth on Schedule 1.2(g) (as may be amended from time to time upon the written consent of Seller and Buyer) (collectively, “Excluded Claims”); (h) all tangible property located at Assets of (or related to) any Seller Plan and any related Contract between any Person and a Seller or any of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businessits Affiliates; (i) any Cash owned by the Seller as all rights and obligations of the Closing DateSellers to the extent arising under any Contracts (i) set forth on Schedule 1.2(i)(A), (ii) that are subject to Section 5.6(a) that are not assigned to Buyer after the Sellers have complied with Section 5.6(a), subject to Section 5.6(b) or (iii) which do not otherwise constitute Assumed Contracts; andother than the rights to enforce, for the benefit of Buyer and the Business, the noncompete, nonsolicitation, confidentiality and other restrictive covenants to the extent relating to the Acquired Assets, the Assumed Liabilities or the Business to the extent set forth on Schedule 1.2(i)(B) (which rights shall constitute Acquired Assets hereunder); (j) all deposits, refunds, credits, charges, sums and fees of the Excluded Sellers related to the operation of the Business (including with respect to Taxes), other than as provided in Section 1.1(e), Section 1.1(f) and Section 1.1(j); (k) all financial and Tax records relating to (i) the Business that form part of the general ledger of Parent and (ii) any Tax period prior to the TSM Pre-Closing Tax Period; provided, however, that the Sellers shall deliver to Buyer pursuant to the Transition Services Agreement copies of any such records that are used in, held for use in, related to or reasonably necessary for the operation of the Business; (l) all refunds, claims for refunds or prepayments of and prepaid expenses or credits with respect to Taxes with respect to the Acquired Assets listed on Schedule 2.2(jor the Business attributable to any Pre-Closing Tax Period, other than as provided in Section 1.1(f); (m) all insurance policies of the Sellers or any of their Affiliates, and all rights to applicable claims and proceeds thereunder; (n) all Seller Shared Assets; (i) all attorney-client privilege and attorney work-product protection of the Sellers or associated with the Business as a result of legal counsel representing the Sellers or the Business to the extent relating to the structuring, preparation and negotiation of the transactions contemplated by this Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller to the extent relating to the structuring, preparation and negotiation of the transactions contemplated by this Agreement; (p) all IT Assets; and (q) all Accounts Receivable.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer Purchaser acknowledges and agrees that none it is not acquiring any right, title or interest in, to or under any of the following assetsassets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by Buyer pursuant to the Transaction Documentsany Governmental Authority; (b) all rights of the Seller arising under the Transaction Documentsany Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all rights Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in and with respect to insurance policies the manufacture of the SellerProducts), except for those insurance policies listed on Schedule 2.1(h)or rights therein or thereunder, other than the Transferred Contracts; (d) any governmental authorization listed in Schedule 2.1(e)Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any assets of deposits or advance payments with respect to Taxes; any Employee Plan; (f) refunds claims, rights and interest in and to any refund or claims for refunds credit of Taxes paid by the Seller; (gx) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any the Purchased Assets or operation of the Retail Stores Business in each case, relating to taxable periods (or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller portion thereof) ending on or prior to the Closing Date, Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not used inProduct Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or otherwise attributable similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Wholesale BusinessPurchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any Cash other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain B▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller as and J▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Closing DatePurchased Assets; and (jp) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to s▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Excluded Assets listed on Schedule 2.2(j)Disclosure Schedules.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the The following assets of Seller shall not be acquired by Buyer agrees that none of the following assets, properties, rights or interests of the Seller and shall be deemed excluded assets (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered Seller’s minute books, organizational documents, and such other books and records of Seller pertaining to the ownership, organization or existence of Seller by Buyer pursuant and duplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any other books and records of Seller not related to the Transaction DocumentsBusiness; (b) all rights any claim, right or interest of the Seller in or to any prepayment, refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising under the Transaction Documentstherefrom; (c) all rights in Contracts other than Assumed Contracts, and with respect any assets of Seller subject to insurance policies any Contract of the Seller, except for those insurance policies listed on Schedule 2.1(h)Seller that is not an Assumed Contract; (d) any governmental authorization listed in Schedule 2.1(e)non-assignable licenses, permits and authorizations; (e) any assets all insurance policies relating to the Business and those claims of any Employee PlanSeller under the insurance policies included within the Excluded Assets; (f) refunds all Benefit Plans (and all rights, claims and defenses thereunder), and all assets or claims funds held in trust for refunds of Taxes paid by the Selleror under such Benefit Plans; (g) all claims, causes of action and choses in action of Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks against third parties relating to the Excluded Assets 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 StoresExcluded Liabilities; (h) all tangible property located at any of the Retail Stores or the Leased Propertyassets, accounts receivable, notes receivable, prepaid expenses properties and other current assets of the Seller generated or held by the Seller rights specifically set forth on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSchedule ‎2.2(h); (i) any Cash owned by the rights which accrue or will accrue to Seller as of under this Agreement or the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Related Documents.

Excluded Assets. Notwithstanding any provision in Seller shall not sell and Purchaser shall not purchase or acquire and the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) Acquired Assets shall be Acquired Assetsnot include: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsAll cash and cash equivalents; (b) all rights Subject to Section 11.3 hereof, any right, title, or interest of Seller in or to any right to use the Seller arising under the Transaction Documentsname "Nord"; (c) all rights in and with respect to insurance policies The assets of any employee benefit plan other than the Transferred Benefit Plans maintained by Seller for the benefit of the Seller, except for those insurance policies listed on Schedule 2.1(h)employees of the Seller or to which Seller has made any contribution; (d) any governmental authorization listed The assets and properties used by Seller which have been disposed of since the date of this Agreement, provided such disposition has been made in Schedule 2.1(e)accordance with the terms hereof; (e) any assets Seller's partnership record books, tax returns and records, books of any Employee Planaccount and ledgers, and such other records having to do with Seller's organization or capitalization; (f) refunds Any rights which accrue or claims for refunds of Taxes paid by the Sellerwill accrue to Seller under this Agreement; (g) all Seller operatedSubject to Section 1.1(b)(xiii), license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores any rights to any of Seller's insurance policies or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores premiums (except as provided 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 StoresSection 8.19 hereof); (h) all tangible property located at Any rights to any of the Retail Stores or the Leased PropertySeller's claims for any federal, accounts receivablestate, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used inlocal, or otherwise attributable to the Wholesale Businessforeign tax refund; (i) any Cash owned by The assets, properties, and rights (including rights to insurance proceeds) specifically listed and described on SCHEDULE 1.2; (j) All accounts, notes and other receivables of Seller (including without limitation the Seller as of excess mileage credits receivable) (the Closing Date"Accounts Receivable"); and (jk) all All rights to receive payments of capital credits for the Excluded Assets years through 1996, which capital credits are listed on Schedule 2.2(jSCHEDULE 1.2(k), pursuant to the Agreement for Electric Service dated May 24, 1989 between Oconee Electric Membership Corporation and Seller (the "Electric Service Agreement"). The assets described in this Section 1.2 are hereinafter collectively referred to as the "Excluded Assets".

Excluded Assets. Notwithstanding any provision in the Transaction Documents herein to the contrary, the Buyer agrees that none of the following assets, properties, rights or and interests of the Seller not specifically defined as Acquired Assets pursuant to Section 2.2 (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and as such are not included in the Acquired Assets and shall be Acquired Assetsremain the property of Seller after the Closing, including the following assets: (a) the consideration delivered any Contracts to which Seller is a party which are not specifically identified as Assumed Contracts, including those set forth in Section 2.3(a) of the Seller by Buyer pursuant to the Transaction DocumentsDisclosure Schedule; (b) all rights Tax Returns of the Seller arising under the Transaction Documents(and any predecessor) and work papers relating thereto; (c) any and all of Seller’s rights in any Contract or arrangement representing an intercompany transaction, agreement or arrangement between Seller and with respect to insurance policies an Affiliate of the Seller, except for those insurance policies listed on Schedule 2.1(h)whether or not such transaction, agreement or arrangement relates to the provision of goods or services, payment arrangements, or intercompany charges or balances; (d) any governmental authorization listed in Schedule 2.1(e)all Cash and Cash Equivalents; (e) all rights of Seller in electricity generated at the Facilities prior to the Effective Time, including any assets and all PJM RPM capacity revenues with respect to such generation, and all rights of any Employee PlanSeller to revenues from ancillary services provided from the Facilities prior to the Effective Time; (f) any and all claims of Seller (and any predecessor) for refunds or claims for refunds credits of Taxes paid by related to the Sellerownership, operation, maintenance or use of the Acquired Assets with respect to any Pre-Closing Period, other than with respect to any refunds or credits of ad valorem property Taxes attributable to the Acquired Assets for the taxable period that includes the Closing Date; (g) all rights to causes of action, proceedings, judgments, claims, demands, deposits, prepayments, refunds and rights of recovery, set off or recoupment of any kind that Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores may have against any Person to the extent related to any Excluded Asset 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 StoresExcluded Liability; (h) all tangible property located at any Intellectual Property of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses type set forth in clauses (a) and other current assets (b) of the definition thereof of Seller generated or held by the Seller on or prior related to the Closing DateSites or Facilities or used in connection with the Business (other than the trade names “▇▇▇▇▇▇” and “Miami Fort”), that are and all Intellectual Property of Sellers not used in, or otherwise attributable related to the Wholesale Sites or Facilities or used in connection with the Business; (i) any Cash owned all proprietary information and know-how located within Seller’s offices or held by the Seller as of the Closing Dateor its Affiliates’ employees; and (j) all of tangible assets located at any Seller facility or office other than the Excluded Assets listed on Schedule 2.2(j)Facilities.

Excluded Assets. Notwithstanding any provision anything contained in the Transaction Documents Section 1.1 hereof to the contrary, the Buyer agrees that none Assets do not include any of the following assets, properties, rights or interests of (herein referred to collectively as the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered to name and ▇▇▇▇ "Adaptive Broadband" and any name or ▇▇▇▇ derived from or including the Seller by Buyer pursuant to foregoing, including without limitation, all Logos, corporate symbols or logos incorporating, or Internet sites or addresses incorporating the Transaction Documentsname, "Adaptive Broadband" and the name and ▇▇▇▇ "California Microwave" and any name or ▇▇▇▇ derived from or including the foregoing, including without limitation, all Logos, corporate symbols or logos incorporating "California Microwave" (the "Excluded Intellectual Property"); (b) all rights cash and cash equivalents and similar type investments, such as certificates of the Seller arising under the Transaction Documentsdeposit, treasury bills and other marketable securities; (c) all rights books and records relating to or used in the business of Seller and with respect not primarily relating to insurance policies of or used in the Seller, except for those insurance policies listed on Schedule 2.1(h)Business; (d) any governmental authorization listed in Schedule 2.1(e)all insurance policies maintained by Seller and all rights of action, lawsuits, claims and demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies, except to the extent the coverage thereof remains available after the Closing for claims relating to the Assets or Assumed Liabilities; (e) any assets of any Employee Plancorporate-level intercompany accounts receivable from Seller; (f) refunds all rights to causes of action, lawsuits, claims and demands of any nature available to or claims for refunds of Taxes paid being pursued by Seller with respect to the SellerExcluded Assets or Excluded Liabilities; (g) all rights, title and interest of Seller operatedin and to prepaid Taxes of the Business and any claims for any refund, license operated credit, rebate or abatement with respect to Taxes of the Business for any period or portion thereof through the Closing Date, and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements any interest payable with respect thereto, including footprint stores in special venues except to the extent such as within amounts are reflected on 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 StoresSeptember Balance Sheet; (h) all tangible property located at any accounts receivables and interest receivables with LinkSat Brazil Sistemas de Communicacao Ltda existing on the date hereof as listed on the Adjusted April Balance Sheet in the amounts of $5,763,000 and $518,000, respectively (collectively, the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business"LinkSat Receivables"); (i) any Cash owned by goodwill on the books and records of Seller as of not related to the Closing DateBusiness or the Assets; and (j) all of the Excluded Assets assets listed on Schedule 2.2(j)1.2.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none The purchase of the following assets, properties, rights or interests Acquired Assets by the Buyers and the sale of the Seller Acquired Assets by the Willtek Group contemplated by this Agreement shall not include the following assets of the Willtek Group (the “Excluded Assets”) shall be Acquired Assets:): (a) all cash and cash equivalents existing as of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsClosing Date; (b) all rights of the Seller arising under the Transaction Documentsin and to this Agreement; (c) all Returns and rights in and with respect to insurance policies of the SellerTax refunds, except for those insurance policies listed on Schedule 2.1(h)credits, offsets or other tax benefits relating to any Pre-Closing Tax Period; (d) all claims, causes of action, judgments and rights in litigation of the Business to the extent related to any governmental authorization listed in Schedule 2.1(e)Excluded Asset; (e) subject to Section 5.9, any assets of any Employee PlanContracts that are not Acquired Assets as identified on Schedule 2.2(e); (f) refunds minute books, charter documents, stock or claims for refunds equity record books and records of Taxes paid by the Seller;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 Seller operated, license operated current and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks prior insurance policies and the leases, licenses and franchise agreements all rights of any nature with respect thereto, including footprint stores in special venues all insurance recoveries and return of premiums due thereunder, rights to assert claims with respect to any 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”) policies 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 Propertypremium deposits, accounts receivable, notes receivable, prepaid expenses claims deposits and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businesssecurity deposits in connection therewith; (i) all rights of the Willtek Group under any Cash owned by confidentiality, non-use or similar Contract with any employee or contractor of the Seller as of to the Closing Date; andextent that such rights are not related to the Business; (j) all personnel and employment records for employees and former employees who are not Transferred Employees; and (k) any properties, assets, goodwill and rights of the Excluded Assets listed on Seller of whatever kind and nature, real, personal or mixed, tangible or intangible that are set forth or described in Schedule 2.2(j)2.2(k) or are not related to the Business.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer agrees that none of in no event shall 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 assets, properties, rights or rights, interests and other assets of the Seller Sellers (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall Cash and Cash Equivalents; (b) (i) all rights 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 Seller arising under the Transaction Documentsextent 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 professional service providers; (c) subject to Section 1.5, all rights in Contracts of Sellers that are not Assigned Contracts (the “Excluded Contracts”), and with respect 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 to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)any such Person shall be Excluded Contracts; (d) all documents (including information stored on the computer systems, data networks or servers of any governmental authorization listed in Schedule 2.1(eSeller, written files, papers, books, reports and records, including those prepared or received by any Seller or any of its Affiliates 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 business activities of Sellers unrelated to the Business, all minute books, organizational documents, stock certificates and stock registers of any Seller as pertaining to the ownership, organization or existence of such Seller, Tax Returns (and any related work papers), corporate seal, checkbooks and canceled checks, (iii) that any Seller is required by Law to retain; (e) all documents prepared or received by any assets Seller or any of its Affiliates or on their behalf in connection with the sale of the Acquired Assets, 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 their respective Affiliates or Advisors in connection with the sale of the Acquired Assets and 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 the acquisition of any Employee Planof Sellers’ businesses or assets, (iii) all privileged materials, documents and records of any Seller or any of its Affiliates and (iv) any other files or records to the extent relating exclusively to any Excluded Assets, Excluded Liabilities or the Bankruptcy Cases; (f) refunds all insurance Contracts or other Contracts associated with any Seller Plan, each insurance policy covering the Excluded Assets or related to the Excluded Liabilities (to bring claims for refunds thereunder) and all director and officer insurance policies, and all rights and benefits of Taxes paid by the Sellerany nature of Sellers with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance policies or recoveries; (g) all stock, membership interests or other equity interests of any Seller operatedor any of their respective Subsidiaries or securities convertible into, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores exchangeable, or kiosks and the leasesexercisable for any such membership interests or other equity interests, 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 Storeseach case; (h) all tangible property located at rights, claims and causes of action that any of the Retail Stores Seller may have against any Person with respect to any Excluded Assets or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businessany Excluded Liabilities; (i) Sellers’ claims, causes of action or other rights under this Agreement, including the Purchase Price hereunder, or any Cash owned by agreement, certificate, instrument or other document executed and delivered between any Seller, on the Seller as of one hand, and any Purchaser, on the Closing Date; andother hand, in connection with the transactions contemplated hereby, or any other agreement between any Seller, on the one hand, and Purchaser, on the other hand, entered into on or after the date hereof; (j) all Tax refunds and Tax 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 real estate and all interests in real estate other than the Acquired 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) any leasehold interest, all tangible assets (including Equipment, accessories, materials, machinery and 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 Store, the Richmond, Virginia headquarters, the Dallas distribution center or the Pomona distribution center; (m) the properties, rights, interests and assets set forth 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 any Seller; (p) all claims, rights or causes of action of any Seller for avoidance, recovery, subordination or other relief and actions of Sellers (including, without limitation, any 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 1.1(q); (q) the DC (other than pursuant to the DC Lease); (r) the Excluded Assets listed on Schedule 2.2(j)Inventory; and (s) the Excluded Fork Lifts.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests Those assets of the Seller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by the Seller Entities (collectively, the “Excluded Assets”) and shall not be Acquired Assetsconveyed to the Buyer: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash (other than ▇▇▇▇▇ cash), cash equivalents and marketable securities; (b) all rights of the Seller arising under the Transaction Documentsboard-designated, restricted and trustee-held or escrowed 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 rights amounts payable to the Seller Entities in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and with respect CHAMPUS/TRICARE cost reports filed or to insurance policies be filed by the Seller Entities for periods prior to the Closing Date) and any reimbursement from Medicare or Medicaid as a result of any loss by the Seller Entities on the disposal of any of the Seller, except Assets for those insurance policies listed on Schedule 2.1(h)purposes of Medicare and Medicaid reimbursement; (d) any governmental authorization listed 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 Schedule 2.1(e)connection with the operation of the Facilities, as well as all records which by law the Seller Entities are required to maintain in their possession; (e) prepaid insurance, prepaid assets dedicated to the Seller Entities’ benefit plans and any assets of any Employee Planreserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) refunds all accounts receivable arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or claims for refunds unrecorded, with collection agencies or otherwise, accrued and existing in respect of Taxes paid by services rendered prior to the SellerEffective Time; (g) any and all Seller operatednames, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores symbols, trademarks, logos or kiosks other symbols used in connection with the Facilities and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within Assets which include the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates listed on Schedule 1.2(g) (the “Retail StoresExcluded Marks”) 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything contained herein to the contrary, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase from Seller, and the Buyer agrees that none of Acquired Assets shall not include, the following assets, properties, interests and rights or interests of the Seller and related books and records (the “Excluded Assets”) shall be Acquired Assets:): (ai) all cash and cash equivalents (net of outstanding checks and wires in transit) of Seller as of the Closing Date; (ii) all prepaid rent that has been remitted by Seller under the Leases, and any refunds or rights relating thereto; (iii) contracts, agreements, leases, instruments or other understandings (whether written or oral) that are not Assigned Contracts, and any liabilities associated therewith, whether accrued as of the Closing or to accrue thereafter; (iv) all accounts receivable due from Peace Transportation; (v) all rights and interests in and to the bank accounts of Seller established prior to the Closing Date; (vi) all equity and other ownership interests in Seller; (vii) the consideration delivered organizational documents, minute books, and other documents relating exclusively to the organization, maintenance and existence of Seller by Buyer pursuant to as an entity, including taxpayer and other identification numbers, Tax Returns, Tax information and Tax records; (viii) the rights of Seller under this Agreement and the other Transaction Documents; (b) all rights of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (dix) any governmental authorization listed in Schedule 2.1(e); refunds (eor rights thereto) 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 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) Taxes attributable to Seller for 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 generated or held by the Seller periods ending on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (ix) the sponsorship of and any Cash owned assets maintained pursuant to or in connection with any benefit or compensation plan, policy, program, contract, agreement, or arrangement at any time maintained, sponsored, contributed or required to be contributed to by the Seller as or any of the Closing Dateits Affiliates or with respect to which Seller or any of its Affiliates has any current or contingent liability or obligation; and (jxi) all of office furniture and fixtures and the Excluded Assets listed other assets, properties, interests and rights set forth on Schedule 2.2(j1.1(b)(ix).

Excluded Assets. Notwithstanding any provision anything in the Transaction Documents this Agreement to the contrary, the Buyer agrees that none of Purchased Assets will not include, and Seller and its Affiliates will retain, all the following assets, properties, rights or and interests of Seller or its Affiliates that are not Related to the Seller Business (other than Personal Property that is physically located on the Owned Real Property or that is reflected on the Financial Statements or the Final Closing Working Capital Statement, or trade accounts or notes receivable of the Business), and all direct and indirect rights, title and interest in and to the following assets, properties and rights (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) all cash, cash equivalents, bank accounts (other than the consideration delivered to the bank account referenced in Section 2.1(o)) and marketable securities of Seller by Buyer pursuant to the Transaction Documentsor its Affiliates; (b) subject to the covenant set forth in Section 5.20, all insurance policies and insurance contracts and all interest in insurance pools and programs and, in each case, all of Seller’s or its Affiliates’ rights thereunder, including in respect of the Seller arising under the Transaction Documentsclaims against insurance carriers; (c) all rights in and with respect Intercompany Receivables other than Intercompany Trade Receivables, Factored Receivables or receivables pursuant to insurance policies Business Contracts set forth on Section 5.11 of the Seller, except for those insurance policies listed on Schedule 2.1(h)Seller Disclosure Schedule; (d) (i) all Tax Returns; (ii) all Books and Records which Seller is required by Law to retain (it being understood, however, that copies of such Books and Records Related to the Business will be, to the extent permitted by Law, included in the Purchased Assets); (iii) all records, reports, correspondence and memoranda prepared or received by Seller or any governmental authorization listed of its Affiliates (including all analyses relating thereto so prepared or received) and all valuations, expressions of interest and bids received from all Persons, in Schedule 2.1(e)each case, in connection with the offer or sale of the Business or the transactions contemplated under this Agreement; (iv) all financial statements of Seller or its Affiliates not Related to the Business, and all records, including working papers, related thereto; and (v) any document or other item not Related to the Business subject to attorney-client or similar privilege; (e) any assets of claims, rights and interest in and to any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all of Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements its Affiliates with respect thereto, including footprint stores to the operation of the Business or the Purchased Assets or otherwise for taxable years or periods ending on or prior to the Closing Date and that are included in special venues such as within the premises of manufacturing facilitiesExcluded Liabilities, and kiosks and cafes located all beneficial interests in grocery stores, hotels, hospitals, airports and university campuses (any portion of such a refund with respect to 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 operation of the Retail Stores Business or the Leased PropertyPurchased Assets or otherwise for any taxable year or period beginning before and ending after the Closing Date, accounts receivable, notes receivable, prepaid expenses and other current assets but only for the portion of the Seller generated such taxable year or held by the Seller period ending on or prior to the Closing Date; (f) except for Intellectual Property included in the Purchased Assets or transferred to Buyer at the Closing pursuant to Section 2.1 or licensed to Buyer in connection with this Agreement and the transactions contemplated hereby, that are not used inall Intellectual Property owned or licensed by Seller or its Affiliates, or otherwise attributable including all rights to the Wholesale BusinessSeller Marks; (g) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, certificates for capital stock, blank stock certificates, and other documents relating to the organization, maintenance and legal existence of Seller as a corporation; (h) all rights of Seller and its Affiliates under this Agreement and any Ancillary Agreement; (i) any Cash owned all rights under, and assets held by, the Seller Benefit Plans, other than the Assumed Plans or as specifically assumed by the Seller as of the Closing Date; andBuyer pursuant to Section 5.6; (j) all rights, claims, credits, refunds, causes of action (including counterclaims), defense and rights of set-off against third parties pertaining to the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (k) any deposits or similar amounts or collateral securing any guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance, surety bonds or other similar agreements (each, an “Seller Support Arrangement”); (l) the Contracts listed on Section 2.2(l) of the Seller Disclosure Schedule 2.2(j(collectively, the “Shared Contracts”); (m) the assets listed on Section 2.2(m) of the Seller Disclosure Schedule; (n) the equity interests of any legal Person held by Seller or its Affiliates; (o) the policies and procedures of Seller or its Affiliates that are not Related to the Business; (p) all Permits of Seller or any of its Affiliates that are Related to the Business to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such license or such license is otherwise not transferable, including any Federal Aviation Administration Permits and certifications; and (q) all website content that is not Related to the Business and all URLs; and (r) all confidentiality agreements with prospective purchasers of the Business; provided, however, that Seller and its Affiliates shall, at Buyer’s reasonable request and at Buyer’s sole cost and expense in respect of the information subject thereto that constitute Purchased Assets, enforce for Buyer’s benefit the rights of Seller and its Affiliates pursuant to any breach of such confidentiality agreements.

Excluded Assets. Notwithstanding any provision anything contained in the Transaction Documents this Agreement to the contrary, the Buyer agrees that none of the following assets, propertiesproperties and rights of Seller relating to the Product (collectively, rights or interests of the Seller (the “Excluded Assets”) shall be excluded from and shall not constitute any part of the Acquired Assets: (ai) the consideration delivered to all cash and cash equivalents of the Seller by Buyer pursuant to the Transaction Documentsor its Affiliates; (bii) all rights of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 receivable and other current assets indebtedness due and owed by any third party to the Seller and its Affiliates arising or held in connection with the Product on the Closing Date; (iii) any of Seller’s customer contracts relating to the Product; (iv) the Inventory; (v) the Pending Purchase Orders and the Manufacturing Agreement; (vi) any trade dress (including Seller’s trademarks) used in connection with the Product; (vii) any Governmental Authorizations held by Seller relating to its business (other than the ANDA or other Government Authorizations solely related to the Acquired Assets). Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (viii) all past, present, and future claims, causes of action and, choses in action, rights of recovery, rights of settlement or rights of any kind of Seller generated or held by the Seller on or and its Affiliates (A) accruing prior to the Closing Date, that are not used in, and (B) against any third party relating to any Excluded Liability or otherwise attributable to the Wholesale Businessany liability for which Seller is responsible under this Agreement; (iix) any Cash owned by all rights to tax refunds, credits or similar benefits relating to the Seller as Acquired Assets attributable to periods, or portions of periods, ending before the Closing Date; (x) all current and prior insurance policies of Seller related to the Acquired Assets and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance policies; and (jxi) all The minute books, corporate records, tax records and tax-related documents of Seller and the books and records of Seller relating to the Excluded Assets listed on Schedule 2.2(j)or the Excluded Liabilities.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets: (a) Neither Buyer nor any Designated Buyer Affiliate will purchase or acquire any of the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents;Excluded Assets. (b) Notwithstanding anything else herein contained, but subject to Subsection 2.2(c), (A) should Sellers be unable to obtain any required third party consent or approval (or waiver thereto) to the transfer of a Regional Asset to Buyer (or, as applicable, any Designated Buyer Affiliate) on or before the Closing Time (a “Consent Exclusion”), (B) should any third party exercise its right to acquire and acquires a Regional Asset, or (C) should the period in which the right of any third party to exercise a right to acquire a Regional Asset not have expired on or before the Closing Time and such right has not prior to that time been waived by all rights applicable Persons (a “ROFR Exclusion”) (any event referred to in (A), (B) or (C) being an “Excluded Asset Event”), the following shall and shall be deemed to occur automatically and without any further act or formality and this Agreement shall be deemed to be amended accordingly in respect of an Excluded Asset Event: (i) the Regional Assets, the Books and Records and the Assumed Liabilities relating thereto shall not be transferred to or assumed by Buyer or any Designated Buyer Affiliate, as applicable, on the Closing Date and shall be excluded from the definition of Diagnostics Business, MDS Diagnostics Division, Purchased Assets and Assumed Liabilities, and shall be deemed removed from the Disclosure Letter and applicable Schedules thereto and elsewhere in the Agreement where the context so requires, (ii) such Regional Assets shall be an Excluded Asset, (iii) the amount of each of the Seller arising Purchase Price and the Closing Cash Amount shall be reduced by, in the event of an Excluded Asset Event under (B) or (C) above, the Transaction Documents;last price offered within the range, or, in the event of a Consent Exclusion, the highest value in the range for the amount of the Purchase Price allocated to each such Excluded Asset under Section 3.8, and, in each case, the definition of Purchase Price and Closing Cash Amount shall be amended accordingly, (iv) the Closing Balance Sheet and Working Capital as at the Closing Time shall be calculated without regard to such Excluded Assets and Assumed Liabilities related thereto; and (v) neither Buyer (nor any Designated Buyer Affiliate) nor any of the Sellers shall have any further obligation or Liability under this Agreement or the applicable Regional Purchase Agreement with respect to such Regional Asset and Assumed Liabilities relating thereto. The representations and warranties of MDS provided in this Agreement shall be deemed to have been given as of the date of this Agreement and as required in respect of the Closing Date only with respect to the Diagnostics Business, MDS Diagnostics Division, the Purchased Assets and the Assumed Liabilities as such terms may be amended in accordance with this Subsection. (c) all rights Notwithstanding Subsection 2.2(b), if following the Closing Time, in and with respect of a Consent Exclusion, the required third party consent or approval (or waiver thereto) to insurance policies the transfer of the Sellerapplicable Regional Asset to Buyer is obtained or waived or, except for those insurance policies listed in respect of a ROFR Exclusion, the rights of all applicable third parties to acquire the applicable Regional Asset are waived, no longer apply or expire without having been exercised, Subsection 2.2(b) shall no longer apply in respect of such Regional Asset, such Regional Asset shall no longer be an Excluded Asset and Buyer shall, as soon as practicable, purchase such Regional Asset 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 terms and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues conditions hereof applicable to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Regional Asset.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none of the The following assets, properties, rights or interests assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be Acquired acquired by Buyer and are excluded from the Station Assets: (a) all of the consideration delivered to Cash and Cash Equivalents of the Seller by Buyer pursuant to the Transaction Documentsor any of its Affiliates; (b) all rights bank and other depository accounts of the Seller arising under the Transaction Documentsor any of its Affiliates; (c) insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights in and with respect to insurance policies of the Sellerproceeds, except for those insurance policies listed on Schedule 2.1(h)thereunder; (d) any governmental authorization listed all interest in Schedule 2.1(e)and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any assets cause of action or claim relating to any Employee Planevent or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) refunds or claims for refunds of Taxes paid by the Sellerall Accounts Receivable; (g) all intercompany accounts receivable and intercompany accounts payable of the Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesits Affiliates; (h) all tangible property located at any (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of the Retail Stores this Agreement or the Leased Propertytransactions contemplated hereby, accounts receivable, notes receivable, prepaid expenses (ii) all minute books and other current assets company records of the Seller generated or held by any of its Affiliates and (iii) duplicate copies of records of the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessStation; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Cash owned 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 assets of any Employee Plan sponsored by the Seller as or any of its Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of the Closing DateSeller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the name[s] [“Media General” or “LIN Media”/ “▇▇▇▇▇▇▇▇ Broadcast Group”]), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; (p) all real and personal, tangible and intangible assets of the Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station; (q) any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station; (r) all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (js) all other assets of the Excluded Assets listed on Schedule 2.2(j)Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary herein, the Buyer agrees that none of the following shall not purchase from Seller any assets, propertiesproperties and rights that are not included among the Purchased Assets (collectively, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets), listed on Seller’s Disclosure Schedule 1.2 and including, without limitation: (a) any of the consideration delivered to business of Seller that is not included in the Seller by Buyer pursuant to the Transaction DocumentsBusiness; (b) all rights any cash and cash equivalents other than deposits described in Section 1.1(e), including checks received pending collection as of the Seller arising under close of business on the Transaction Documents;Closing Date, notes, bank deposits, certificates of deposit and marketable securities; 7148758.4 (c) all rights in and with respect to insurance policies any receivables arising from the operation of the Seller, except for those insurance policies listed on Schedule 2.1(hBusiness 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 governmental authorization listed in Schedule 2.1(e)deposits and cash collateral relating to Seller’s worker’s compensation insurance programs; (e) any assets of any Employee Plan; (f) refunds contracts and agreements, whether written or claims for refunds of Taxes paid by oral, other than the Seller; (g) all Seller operatedAssumed Contracts; provided, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and however, that in the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within event that the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (required Consents related to 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 generated or held by the Seller Assumed Contracts are not obtained on or prior to the Closing Date, that are then the Assumed Contract for which such consent has not used in, or otherwise attributable been obtained prior to the Wholesale BusinessClosing Date shall be deemed an Excluded Asset hereunder; (if) any Cash owned by interests in any real estate including any leases, except for the Seller as Lease; (g) any claims, deposits, prepayments, prepaid expenses, refunds, rebates, credits, causes of action, rights of recovery, rights of setoff and rights of recoupment relating to or arising out of the Closing Dateownership or operation of the Business or any of the Purchased Assets prior to the Closing; (h) any minute books, corporate seals, stock record books and stock transfer records of Seller; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision Section 2.1, all of the Sellers' 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 be included in the Transaction Documents to the contrarydefinition thereof (collectively, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) all Contracts set forth on Schedule 2.2(a) (the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents"Excluded Contracts"); (b) all rights any assets and associated claims arising out of the Seller arising under the Transaction DocumentsExcluded Liabilities and/or Excluded Contracts; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Post-Closing Claims; (d) all refunds or credits of Taxes due to FWENC and its Subsidiaries by reason of their ownership of the Purchased Assets or operation of the Business to the extent attributable to any governmental authorization listed in Schedule 2.1(e)time or period ending at or prior to the Closing Date; (e) any assets all cash, cash equivalents (including restricted cash) and other short term investments of any Employee Planthe Sellers and their Subsidiaries; (f) refunds any claims, counterclaims, offsets, defenses or claims for refunds causes of Taxes paid by action arising prior to the SellerClosing Date, other than to the extent relating to, or arising from, the Purchased Assets or Assumed Liabilities; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores assets owned or kiosks and held under any Employee Benefit Plans including assets held in trust or insurance Contracts for the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises benefit of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased any Employee Benefit Plan participants or owned properties relating to Retail Stores and personal property located at any Retail Storesbeneficiaries; (h) all tangible property located at any right, title and interest in and to all properties, assets and rights of each of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses Sellers and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, their Subsidiaries that are not used in, or otherwise attributable being transferred pursuant to the Wholesale BusinessSection 2.1; (i) all correspondence and documents, including the confidentiality agreements entered into by FWENC or any Cash owned by of its Affiliates, in connection with the Seller as sale of the Closing Date; andBusiness; (j) all loans and other advances owing by each Non-Transferred Employee to each Seller; and (k) all capital stock of the Excluded Assets listed on Schedule 2.2(jSubsidiaries of each Seller (other than the outstanding membership interests of Hanford LLC and the capital stock of FWENC Massachusetts and FWENC Ohio).

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary contained herein, the Buyer agrees that none of Station Assets shall not include the following assetsassets or any rights, properties, rights or interests of the Seller title and interest therein (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash and cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or investments; (b) all rights tangible and intangible personal property of Seller retired or disposed of between the Seller arising under the Transaction Documentsdate of this Agreement and Closing in accordance with Article 4; (c) all rights Station Contracts that are terminated or expire prior to Closing in and accordance with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Article 4; (d) any governmental authorization listed in Schedule 2.1(eSeller’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 assets of any Employee Planrefunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) refunds all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or claims for refunds arrangement and the assets thereof, if any, maintained by Seller and any affiliates of Taxes paid by the Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all Seller operatedrights to payments under the Stations’ network affiliation agreements, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores whether or kiosks and not offset) for goods or services sold or provided prior to the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within Effective Time (defined below) or otherwise arising during or attributable to any period prior to the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses Effective Time (the “Retail StoresA/R”) 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 computer software and programs used in the operation of the Retail Stores Stations that are not transferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Leased PropertyStations and the Station Assets, accounts receivable, notes receivable, to the extent arising during or attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and other current assets rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.7; (k) all claims of Seller with respect to any Tax (defined below) refunds to the Seller generated or held by the Seller extent attributable to a taxable period ending on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessEffective Time; (il) any Cash owned by computers and other assets located at the Seller as 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 the Closing Datemultiple stations; and (jm) all of the Excluded Assets assets listed on Schedule 2.2(j)1.2, and the slogan “Great Media, Great People, Great Service.”

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the Buyer agrees that none following assets of the following assets, properties, rights or interests of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”) shall be Acquired Assets:"): (a) all rights of Seller and Seller's Affiliates arising under this Agreement, the consideration delivered to Other Agreements or from the Seller by Buyer pursuant to consummation of the Transaction Documentstransactions contemplated hereby or thereby; (b) all rights of accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Seller arising under Products existing at the Transaction DocumentsClosing Date; (c) all rights in of Seller and with respect to insurance policies of Seller's Affiliates arising under any contract other than the Seller, except for those insurance policies listed on Schedule 2.1(h)Contracts; (d) any governmental authorization listed in Schedule 2.1(e)all corporate minute books, stock records and Tax returns (including all work papers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate books and records of Seller and Seller's Affiliates as may exist on the Closing Date; (e) any assets of any Employee Planall real property, buildings, structures and improvements thereon, whether owned or leased by Seller or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the buildings designated by Seller as the M3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (f) refunds all Intellectual Property Rights of Seller or claims for refunds Seller's Affiliates of Taxes paid by any kind not listed on Schedule 2.1(b) or referred to in Section 2.1(d), specifically including the Seller; (g) all Seller operatedtrademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof, license operated and franchise operated the stylized sy▇▇▇▇▇’▇ Coffee branded retail stores or kiosks "A," the Abbokinase OpenCath(R) trademark and the leasesABBOKINASE(R) trademark, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within which is 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 subject of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessInventory Trademark License Agreement; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding Those assets of Sellers described below, together with any provision in the Transaction Documents to the contraryassets described on Schedule 1.2 hereto, the Buyer agrees that none of the following assetsshall be retained by Sellers (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) and shall not be Acquired Assetsconveyed to Buyer: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash and cash equivalents; (b) all amounts payable to Sellers in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and TriCare/CHAMPUS cost reports filed or to be filed by Sellers for periods prior to the Effective Time (hereinafter defined) and retrospective payment of claims that are the subject of CMS Recovery Audit Contractor appeals) and all appeals and appeal rights of Sellers relating to such settlements, including cost report settlements, for periods prior to the Seller arising under the Transaction DocumentsEffective Time; (c) all rights records relating to the Excluded Assets and the Excluded Liabilities (as defined below) to the extent that Buyer does not need the same in and connection with respect to insurance policies the ongoing activities of the SellerHospital, except for those insurance policies listed on Schedule 2.1(hthe Assets, or the Assumed Liabilities (as defined below), as well as all records which by law Seller or their Affiliates are required to maintain in their possession; provided, however, that in the latter case, copies of such records may be made available upon the reasonable request of Buyer; (d) any governmental authorization listed in Schedule 2.1(ereserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums); (e) any assets all accounts receivable arising from the rendering of any Employee Planservices to patients at the Hospital, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered prior to the Effective Time; (f) refunds any and all names, symbols, trademarks, logos or claims for refunds of Taxes paid by other symbols used in connection with the SellerHospital and the Assets which include the names “Community Hospital Corporation,” “CHC” or any variants thereof or any other names which are proprietary to Community Hospital Corporation (“CHC”) or its Affiliates (other than Sellers) (the “Excluded Marks”); (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores receivables from or kiosks and the leases, licenses and franchise agreements obligations 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 Sellers or owned properties relating to Retail Stores and personal property located at any Retail Storestheir Affiliates; (h) all tangible property located at any insurance proceeds arising in connection with the operation of the Retail Stores Hospital or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or Assets prior to the Closing Date, that are not used in, or otherwise attributable to Effective Time and all insurance proceeds arising in connection with the Wholesale BusinessExcluded Assets and the Excluded Liabilities; (i) any Cash owned by the Seller as of the Closing Date; andcomputer software and programs which are proprietary to CHC or CHC’s Affiliates; (j) all of the Excluded Assets listed CHC’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses, any contracts, commitments or agreements that are available only to Sellers by reason of its being an Affiliate of CHC, and any other such contracts, commitments or agreements that are not Contracts, including, without limitation, those set forth on Schedule 2.2(j1.2(j); (k) all rights in connection with and the assets of Sellers’ employee benefit plans; (l) all documents, records, operating manuals and film (in format) pertaining to the Hospital which are proprietary to CHC or CHC’s Affiliates or which by law Sellers or their Affiliates are required to retain; provided, however, that in the latter case, copies of such records may be made available upon the reasonable request of Buyer; (m) all obligations between Sellers and/or between Sellers and Seller Guarantor; (n) all equity interests in Clinic Seller and Jellico Healthcare Associates, LLC; and (o) all rights of Sellers under this Agreement and its related documents.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer expressly understands and agrees that none of the following assetsit is not purchasing or acquiring, and Seller is not selling, assigning or transferring, any properties, rights or interests assets of Seller other than the Seller Acquired Assets, and all such other properties, rights and assets shall be excluded from the Acquired Assets (collectively, the “Excluded Assets”) shall ). The Excluded Assets to be Acquired Assetsretained by Seller include all of Seller’s right, title and interest in and to the following properties, rights and assets: (a) As identified on Schedule 2.2(a) or in the consideration delivered Asset Demarcation Agreement, the real and personal property comprising or constituting any or all of the T&D Assets (whether or not regarded as a “transmission,” “distribution” or “generation” asset for regulatory or accounting purposes), including all electric power, communications and telecommunications underground and aboveground lines, switchyard facilities, substation facilities, support equipment and other Improvements, the Reserved Easements, and all Permits and Contracts, to the extent they relate to the T&D Assets, and those certain assets and facilities identified for use or used by Seller by Buyer or others pursuant to the Transaction Documentsan agreement or agreements with Seller for telecommunications purposes; (b) all rights of the Seller arising under the Transaction DocumentsThe real property and Improvements thereon described in Schedule 2.2(b); (c) all rights in and with respect to insurance policies of the SellerExcept for Prepayments, 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; (gi) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any of the Retail Stores or the Leased PropertyCash, accounts receivable, notes receivable, prepaid expenses checkbooks and canceled checks, bank accounts and deposits, commercial paper, certificates of deposit, securities, and property or income Tax receivables, other current assets of than the Seller generated Merrimack Landfill Trust assets, and (ii) any other Tax refunds, credits, prepayments or held by other rights to payment related to the Seller on or Acquired Assets to the extent allocable to a period ending prior to the Closing Date; (d) All Contracts of Seller (other than the Assigned Contracts and Assigned Leases), provided that are any excluded Contract of Seller used in connection with the Business that is not an Assigned Contract or an Assigned Lease is identified on Schedule 3.7(a); (e) All Permits of Seller (other than the Transferable Permits), provided that any excluded Permit of Seller used inin connection with the Business that is not a Transferable Permit is identified on Schedule 3.7(a); (f) All Intellectual Property including all Seller Marks (other than the Assigned Intellectual Property), or otherwise attributable provided that any excluded Intellectual Property of Seller used in connection with the Business that is not included in the Assigned Intellectual Property is identified on Schedule 3.7(a); (g) Duplicate copies of all Transferred Books and Records (to the Wholesale Businessextent and subject to the conditions set forth herein), and all other records of Seller other than the Transferred Books and Records, including corporate seals, organizational documents, minute books, stock books, Tax Returns, financial records, books of account and other corporate records of Seller, and all employee-related or employee benefit-related files or records other than the Transferred Employee Records; (h) to Section 2.1(j); (i) All insurance policies of Seller and insurance proceeds therefrom, subject All rights of Seller in and to any Cash owned by the Seller as claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any period through the Closing Dateor otherwise relating to any Excluded Liability, but excluding any such rights of Seller to the extent relating to an Assumed Liability; (j) All of Seller’s rights arising from or associated with any Contract or arrangement representing an intercompany transaction, agreement or arrangement between Seller and an Affiliate of Seller, whether or not such transaction, agreement or arrangement relates to the provisions of goods or services, payment arrangements, intercompany charges or balances or the like, including, but not limited to, the Terminated Contracts (“Intercompany Arrangements”), other than those Assigned Contracts set forth on Schedule 2.2(j), provided that any excluded Intercompany Arrangement used in connection with the Business is identified on Schedule 3.7(a); (k) All Employee Benefit Plans and trusts or other assets attributable thereto; (l) Seller’s Hydro Business; and (jm) all of The rights that accrue or will accrue to Seller under this Agreement and the Excluded Assets listed on Schedule 2.2(j)Related Agreements.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, nothing herein shall be deemed an agreement to sell, transfer, assign or convey any of the Excluded Assets to Buyer, and Seller shall retain all right, title and interest to, in and under, and all obligations with respect to the Excluded Assets. For all purposes of and under this Agreement, the Buyer agrees that none term “Excluded Assets” shall consist of the following assetsitems, properties, rights assets and properties (whether or interests not such assets are otherwise described in Section 2.1) as of the Seller (the “Excluded Assets”) shall be Acquired AssetsClosing: (a) the consideration delivered 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 Seller by Excluded Assets and/or ownership, organization, qualification to do business or existence of Seller; provided that Buyer pursuant will have the right to make copies of any portion of such retained files, documents, instruments, papers, books, reports and records that relate solely to the Transaction DocumentsBusiness or any of the Acquired Assets, in each instance, to the extent (i) the same are not subject to claims of attorney-client privilege, and (ii) permitted by applicable Law; (b) all the rights of Seller under this Agreement and the Ancillary Agreements and all Cash and non-Cash consideration payable or deliverable to Seller arising under the Transaction Documentsthis Agreement; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Permits that are not transferable; (d) all shares of capital stock or other equity interests in Seller or any governmental authorization listed securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interests in Schedule 2.1(e)Seller; (ei) any assets all rights under or arising out of any Employee Planinsurance policies not relating to the Acquired Assets, (ii) all insurance proceeds received or to become due in connection with such rights, and (iii) all business interruption insurance proceeds; (f) refunds or all current and prior director and officer insurance policies of Seller and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims for refunds of Taxes paid by the Sellerwith respect to any such insurance recoveries; (g) subject to Section 2.5, all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresContracts that are not Assumed Contracts; (h) all tangible property located at any causes of action, claims and demands of whatever nature arising from or in connection with the Business and operation of the Retail Stores Acquired Assets, in each case relating to any period, or the Leased Propertyportion of any period, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) all rights and claims of Seller for any Cash owned by action under the Bankruptcy Code, including avoidance actions available to Seller as under Sections 544 through 553 of the Closing Date; andBankruptcy Code, of whatever kind or nature against any insider (as such term is defined in section 101(31) of the Bankruptcy Code); (j) all Employee Benefit Plans and all trust funds and Contracts related thereto; (k) 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 and such lease or license is assigned to Buyer; (l) documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Case, and other Documents not related to the Business or the Acquired Assets; (m) all rights or interests in and to any Tax refunds (other than as set forth in Section 2.1(k)), tax loss or other attribute of Seller; (n) the Excluded Assets goodwill of Seller relating to the Business; and (o) those additional assets listed on Schedule 2.2(j)2.2.

Excluded Assets. Notwithstanding the provisions of Section 2.01, Seller shall retain all of, and Buyer shall not purchase any provision of, the right, title and interest of Seller in the Transaction Documents or to the contraryfollowing assets (collectively, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) ), all of which shall be Acquired Assetsremain the exclusive property of Seller, free and clear of any claim of Buyer: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall cash of Seller; (b) all rights the Contracts set forth in Section 2.02(b) of the Seller arising under Disclosure Schedules (the Transaction Documents“Excluded Contracts”); (c) all rights in and the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with respect to insurance policies the corporate organization of the Seller, except for those insurance policies listed on Schedule 2.1(h); (d) any governmental authorization listed in Schedule 2.1(e)all Benefit Plans and assets attributable thereto; (e) all rights to any assets Actions of any Employee Plannature (i) available to or being pursued by Seller in connection with the conduct of the business of Seller prior to Closing, whether arising by way of counterclaim or otherwise, which are set forth on Section 4.16(a) of the Disclosure Schedules, or (ii) related to the Excluded Assets or the Excluded Liabilities; (f) refunds all materials of Seller containing privileged communications and all materials which are subject to attorney-client, attorney work product or claims any other privilege, except for refunds of Taxes paid such materials relating to the Intellectual Property Assets, Intellectual Property licensed by the Seller or Software owned or licensed by Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores any deferred Tax accounts or kiosks and the leases, licenses and franchise agreements with respect theretoTax attributes of Seller, including footprint stores in special venues such as within the premises of manufacturing facilitiesany right to any Tax refund, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased credit or owned properties relating to Retail Stores and personal property located at any Retail Stores;rebate; and (h) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents, including all tangible property located at any of the Retail Stores cash and non-cash consideration payable or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the deliverable to Seller generated or held by the Seller on or prior pursuant to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)this Agreement.

Excluded Assets. Notwithstanding any provision anything contained in the Transaction Documents Section 2.1 to the contrary, the Buyer agrees that none Endo Companies are not selling, and the Buyers are not purchasing, any assets other than the Transferred Assets, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets, properties, rights or interests assets of the Seller Endo Companies, all of which shall be retained by the Endo Companies (collectively, the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered Endo Companies’ documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Seller Bankruptcy Cases or the Canadian Recognition Case, and any books and records that any Endo Company is required by Buyer pursuant Law to retain; provided, however, that upon request of Buyers prior to or subsequent to the Transaction DocumentsClosing, 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 Business; (b) except as set forth in Section 2.1(b)(xv), all rights rights, claims and causes of action to the Seller arising under the Transaction Documentsextent relating to any Excluded Asset or any Excluded Liability; (c) all rights in and with respect to insurance policies shares of capital stock or other equity interests of any Endo Company or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Endo Company (other than the Seller, except for those insurance policies listed on Schedule 2.1(hSpecified Equity Interests); (d) any governmental authorization listed in Schedule 2.1(e)all rights of the Endo Companies under this Agreement and the Ancillary Agreements; (e) any assets of any Employee Planall Excluded Contracts; (f) refunds all of the rights and claims of the Endo Companies and their bankruptcy estates in any claims or claims for refunds causes of Taxes paid by action that are (i) included in the SellerGUC Trust Litigation Consideration; or (ii) Released Claims (each as defined in the Chapter 11 Plan); (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail StoresExcluded Regulatory Authorizations; (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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessCanadian Intercompany Receivables; (i) any Cash owned by the Seller as those assets listed in Section 2.2(i) of the Closing Date; andDisclosure Letter; (j) all of Cash and Cash Equivalents; and (k) all Intellectual Property, Personal Data and Privacy Consents exclusively used or held for use in connection with the Excluded Assets listed on Schedule 2.2(jforegoing clauses (a) through (j).

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer Purchaser acknowledges and agrees that none the "Assets" shall not include, and Seller shall retain all right, title and interest in and to, any and all of the following assets(collectively, properties, rights or interests of the Seller (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsSeller's corporate books and records of internal corporate proceedings, tax records, work papers and books and records; (b) all rights of and interests in and to the Seller arising under the Transaction DocumentsPRIMEDIA name and any variations thereof and derivations therefrom; (c) all rights in cash and with respect to insurance policies cash equivalents held by or on behalf of the Seller and all of Seller, except for those insurance policies listed on Schedule 2.1(h)'s bank accounts; (d) any governmental authorization listed in Schedule 2.1(eall files, accounting records and internal reports relating to the business activities of Seller (but not relating solely to the Business); provided, however, that Purchaser may obtain copies of all such files, records and reports to the extent they are directly related to the Business; (e) any assets of any Employee Planall software, software systems, databases and database systems listed on Schedule 1.02(e); (f) refunds all hardware and equipment, whether owned, leased or claims for refunds of Taxes paid licensed by Seller not located at the SellerTexas Property; (g) all Seller operatedhardware and equipment, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leaseswhether owned, 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 licensed by Seller located at any Retail Storesthe Texas Property and listed on Schedule 1.02(g); (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 generated or held insurance policies maintained by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale BusinessSeller; (i) any Cash owned by and all prepaid Taxes and Income Tax refunds of Seller, except to the Seller as of extent relating solely to the Business for any period on or after the Closing Date; provided that, for purposes of this Agreement, (i) "Tax" or "Taxes" shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to such amounts, and (ii) "Income Taxes" shall mean all Taxes imposed on or measured by net income or gross profits or gross receipts (but excluding sales, use, value added and property Taxes), together with all interest, penalties and additions imposed with respect to such amounts; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing, the Purchased Assets shall not include, and Buyer agrees that none of the following is not acquiring, any assets, properties, rights rights, interest, or interests claims of any kind or description of Seller or its Affiliates other than the Seller Purchased Assets (collectively, the “Excluded Assets”) ). Without limiting the generality of the foregoing, the Excluded Assets shall include, but not be Acquired Assetslimited to, the following: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentscash and cash equivalents; (b) all rights of Contracts (the Seller arising under the Transaction Documents“Excluded Contracts”); (c) all rights in and the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with respect the corporate organization or tax matters of Seller that are not required to insurance policies of use, practice or operate the Seller, except for those insurance policies listed on Schedule 2.1(h)Purchased Assets; (d) any governmental authorization listed in Schedule 2.1(e)all benefit plans and assets attributable thereto; (e) any assets of any Employee Planthe assets, properties and rights specifically set forth on Schedule 2.2(e); (f) refunds or claims for refunds of Taxes paid deposits held by the SellerSeller in connection with any Excluded Contracts; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores accounts 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 facilitiesnotes receivable held by Seller, and kiosks and cafes located in grocery storesany security, hotelsclaim, hospitals, airports and university campuses (remedy or other right related to any of the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesforegoing; (h) all tangible property located at any of the Retail Stores or the Leased Propertyroyalties, accounts receivablefees, notes receivableincome, prepaid expenses payments, and other current assets of the Seller generated or held by the Seller on or proceeds with respect to Intellectual Property that accrued prior to the Closing DateDate and any security, that are not used inclaim, remedy or otherwise attributable other right related to any of the Wholesale Businessforegoing; (i) any Cash owned by the rights which accrue or will accrue to Seller as under this Agreement and the Ancillary Documents; (j) Licensed Intellectual Property (provided, that for the avoidance of doubt, none of the Closing DateAssigned Software constitutes Licensed Intellectual Property); (k) all claims, cross claims, causes of action and other rights of Seller arising under Sections 542 through 553 of the Bankruptcy Code existing at Closing; (l) all insurance, utility, and tax deposits or refunds owing to Seller; (m) all insurance policies and insurance agreements, including, without limitation, any directors and officers insurance policies; (n) all actions, causes of actions or claims of Seller arising under any legal theory against any former officers and directors of the Seller, including without limitation, the Chancery Court Action; and (jo) all books and records that do not relate to Purchased Assets. Buyer shall have the right, exercisable in Buyer’s sole discretion at any time prior to the Bankruptcy Court hearing to consider the Sale Order, to designate any of the Purchased Assets as Excluded Assets; provided, however, that designating Purchased Assets as Excluded Assets listed on Schedule 2.2(j)shall not affect the Purchase Price.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything to the contrarycontrary in this Agreement, the Buyer agrees that none following assets of the following assetsMII Life (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall be Acquired Assetsremain the property of MII Life after the Closing: (a) all cash and cash equivalents of MII Life and all other deposit accounts, other than the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsAccount Deposits identified on Schedule 1.6; (b) all rights accounts or notes receivable of, acquired by or assigned to or for the benefit of MII Life and not related to the Seller arising under the Transaction DocumentsAcquired Assets, Assumed Liabilities or its Spending Account Business; (c) all rights interests in real property and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)fixtures whether owned or leased; (d) all interests in tangible personal property, including any governmental authorization listed in Schedule 2.1(e)office furniture and furnishings, copying, computer and phone equipment, supplies and other personal property, whether owned or leased; (e) any assets all claims for refund(s) of any Employee PlanTaxes with respect to periods ending prior to the Closing Date; (f) refunds all Seller Benefit Arrangements and all assets, trust agreements or claims for refunds of Taxes paid by the Sellerany other funding and administrative Contracts related to such Seller Benefit Arrangements; (g) all Seller operated, license operated insurance policies and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating rights to Retail Stores and personal property located at any Retail Storesrecovery thereunder; (h) all tangible property located at communications between MII Life and any of its respective advisors, including the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior right to the Closing Date, that are not used in, or otherwise attributable assert attorney client privilege with respect to the Wholesale Businesssuch communications made with their outside counsel; (i) any Cash owned by all rights of MII Life under the Seller as of the Closing Date; andAncillary Documents and all rights which accrue or will accrue to MII Life under this Agreement; (j) all Permits; and (k) all other assets of the Excluded Assets listed on Schedule 2.2(j)MII Life that are not used primarily in its Spending Account Business.

Excluded Assets. Notwithstanding any provision in the Transaction Documents provisions of Section 2.1 to the contrary, the Buyer agrees that none of Acquired Assets shall not include the following assets, properties, rights or interests of the Seller specifically excluded assets (the “"Excluded Assets”) shall be Acquired Assets:"): (a) the consideration delivered corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller by Buyer pursuant to the Transaction Documentsas a corporation, and all tax credits and other tax attributes of Seller; (b) all rights of the Seller arising under the Transaction DocumentsCash; (c) all claims, refunds, causes of action, choses in action, rights in of recovery, rights of set-off and with respect rights of recoupment or other rights and claims of a similar nature including tax refunds and insurance refunds related solely to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Excluded Assets; (d) any governmental authorization listed shares of capital stock in Schedule 2.1(e)Seller or any rights pertaining thereto; (e) any assets the corporate name of any Employee PlanSeller; (f) refunds or claims for refunds of Taxes paid by the SellerHyatt Claims; (g) all Seller operatedClaims necessary to offset claims against Seller, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesset forth on Schedule 2.1(i); (h) all tangible property located at any of the Retail Stores rights of Seller under this Agreement (or under any side agreement between Seller on the Leased Property, accounts receivable, notes receivable, one hand and Buyer on the other hand entered into on or after the date of this Agreement); (i) all Avoidance Actions; (j) all of Seller's rights and causes of action arising under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (k) Seller's director and officer insurance policy and all prepaid expenses and other current premiums associated therewith; and (l) any assets of Seller (whether or not included in the Seller generated or held definition of "Acquired Assets") which may be designated by the Seller on or Buyer in writing as "Excluded Assets" in Buyer's sole discretion, prior to the Closing Date, that are including, but not used inlimited to, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed items specifically set forth on Schedule 2.2(j2.2(l).

Excluded Assets. Notwithstanding any provision All of Seller’s assets not included in the Transaction Documents Acquired Assets shall not be sold or transferred to the contraryBuyer, the Buyer agrees that none of the following assets, properties, rights or interests of the but shall be retained by Seller (collectively, the “Excluded Assets”) ). Without limiting the generality of the foregoing sentence, the Excluded Assets shall be Acquired Assetsinclude, without limitation, the following assets of Seller: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsAll cash, cash equivalents and bank accounts of Seller; (b) All accounts receivable, notes receivable and all rights other receivables of Seller relating to the DF Manufacturing Business on or before the Closing Date and all accounts receivable, notes receivable and all other receivables of Seller arising under not related to the Transaction DocumentsDF Manufacturing Business; (c) all rights in and with respect to insurance policies of All Seller’s inventory other than the Seller, except for those insurance policies listed on Schedule 2.1(h)Included Inventory; (d) any governmental authorization listed Any asset owned by Seller which is not used by Seller exclusively in Schedule 2.1(e)the conduct of the DF Manufacturing Business or which is not located at the SP Facility on the Closing Date; (e) any assets of any Employee PlanAny retained samples and stability testing samples located at the SP Facility on the Closing Date; (f) All prepaid income or other Taxes of Seller and any income or other Tax refunds to which Seller may be or claims may become entitled for refunds of Taxes paid by all periods prior to the SellerClosing Date; (g) All surety bonds and all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores payments or kiosks and the leases, licenses and franchise agreements prepayments made with respect theretoto (or certificates of deposit, letters of credit and other assets posted by Seller to secure) surety bonds, financial security obligations or otherwise, including footprint stores in special venues such as within without limitation pursuant to 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 StoresPermits; (h) all tangible property located at any All claims and causes of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets action of the Seller generated or held by the Seller on or arising prior to the Closing Date, that are not used in, Date against third parties and all payments or otherwise attributable to the Wholesale Businessother sums or amounts payable or which may become payable with respect thereto; (i) All of Seller’s insurance policies including, without limitation, policies for health, general liability and property insurance, and any Cash owned by the Seller as of the Closing Date; andand all premium refunds and claims with respect to such refunds and all payments, proceeds and other amounts due or payable, or hereafter becoming due and payable, thereunder; (j) All records relating to the organization, maintenance, existence and good standing of Seller as a corporation, namely Seller’s (i) corporate charter, (ii) qualifications to conduct business as a foreign corporation, (iii) taxpayer and other identification numbers, (iv) minute books, (v) stock records, (vi) tax records, and (vii) corporate seals; (k) All of Seller’s right, title and interest in and to the names “Merck & Co., Inc.” and “Merck,” and the name of each Affiliate and subsidiary of Merck and Co., Inc., including (without limitation) the names “Schering”, “Schering-Plough”, “Merck Sharp & Dohme”, “MSD” and “Diosynth”, and in each case, all variations thereof, and all trademarks, trade names and logos incorporating any such names or any variation thereof, and all rights and interests of Seller in and to all other trademarks, trade names, service marks and logos used or owned by Seller or any of its Affiliates; (l) All of Seller’s computer systems, intellectual property, records, and know-how except for the Excluded Assets items listed on Schedule 2.2(j2.1.(e). For the sake of clarity, the Parties acknowledge that Buyer shall be authorized to use certain of Seller’s computer systems, intellectual property, records, and know-how in accordance with the terms and conditions of the Transition Services Agreement; (m) All cash positions, cash equivalents, bonds, letters of credit, guarantees or other similar types of collateral posted by Seller in connection with the Acquired Assets, DF Manufacturing Business, including without limitation, with respect to the Permits; (n) The prepaid expenses, advance payments, deposits, surety accounts and other similar assets not attributable to the operation of the DF Manufacturing Business ; (o) All of Seller’s assets that are not expressly included in the Acquired Assets, including without limitation, assets relating to businesses of Seller other than the DF Manufacturing Business.

Excluded Assets. Notwithstanding any provision Each of Buyer and VS Holdco, on behalf of itself and each other Acquired Company, expressly understands and agrees that (i) all assets, properties and businesses of Parent and its Subsidiaries that are not included in the Transaction Documents to the contrary, the Buyer agrees that none of Transferred Assets and (ii) the following assets, propertiesproperties and businesses of Parent and its Subsidiaries (regardless of whether they are owned, rights held or interests used in each case primarily in the conduct of the Seller Business) (the items in clauses (i) and (ii), the “Excluded Assets”) shall be Acquired excluded from the Transferred Assets: (a) all of the consideration delivered to equity interests of any Person, other than the Seller by Buyer pursuant to Transferred Equity Interests and the Transaction Documentsequity interests of any Acquired Company; (b) except as set forth in Section 2.02(c), all rights Cash of the Seller arising under the Transaction DocumentsParent and its Subsidiaries; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Parent and its Subsidiaries; (d) any governmental authorization listed all books, records, files and papers, whether in Schedule 2.1(ehard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby and all minute books and corporate records of Parent and its Subsidiaries (the “Retained Records”); (e) any assets all rights of any Employee PlanParent arising under this Agreement or the transactions contemplated hereby; (f) refunds all Intellectual Property Rights owned by Parent or claims for refunds any of Taxes paid by its Subsidiaries that are not included in the SellerTransferred IP, including all Retained Marks and the Intellectual Property Rights set forth on Section 2.03(f) of the Parent Disclosure Schedule; (g) all Seller operatedsubject to Section 5.01(b), license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores any Transferred Assets sold or kiosks and otherwise disposed of in the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within ordinary course of business during the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (period from the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Storesdate hereof until the Closing Date; (h) all tangible property located at any the assets, properties and businesses set forth on Section 2.03(h) of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business;Parent Disclosure Schedule; and (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j)Distribution Center Equipment.

Excluded Assets. Notwithstanding Buyer will not acquire from Sellers any provision assets not specifically included in the Transaction Documents to the contrary, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller Acquired Assets (the “Excluded Assets”) ), all rights, titles and interests in which shall be retained by Sellers. Notwithstanding the provisions of Section 2.1 above and for the avoidance of doubt, the Excluded Assets shall include, without limitation, the following: (i) cash and cash equivalents of the Business as of Closing, except for amounts in the advertising and marketing fund collected from franchisees, including, without limitation, the Adverting Fee as set forth in the franchise agreements of Sellers; (ii) each Seller’s Governing Documents, minute books, stock or membership interest records, corporate seals, qualifications to conduct business as a foreign entity, taxpayer and other identification numbers, and other documents relating to the organization, maintenance, and existence of each Seller as a limited liability company; (iii) machinery, equipment, office equipment, tools, motor vehicles (including, without limitation, those motor vehicles set forth on Schedule 2.2 attached hereto), spare parts, accessories, furniture or other miscellaneous tangible personal property used or held for use by each Seller in the operation of the Business that is not otherwise included in the Acquired Assets: ; (aiv) the consideration delivered accounts, notes, and other receivables in favor of each Seller arising from or relating to the Seller operation of the Business prior to Closing, together with all collateral security for such accounts receivables, and rights to collect payment thereon; (v) deposits, prepaid expenses (except as set forth in Section 2.5 below), and refunds related to payments by Buyer each Seller; (vi) Tax Returns, Tax records, claims for refunds, and credits relating to Taxes of each Seller; (vii) bank accounts, cash accounts, investment accounts, deposit accounts, lockboxes and similar accounts of each Seller; (viii) any initial franchise fees payable by a franchisee to Sellers pursuant to an Acquired Contract governing a franchise location not listed on Exhibit B (such location, a “New Store”), less the New Store Expenses with respect to each such New Store; (ix) each Seller’s insurance policies and their respective rights thereunder; and (x) rights of each Seller under this Agreement or the Transaction Documents; (b) all rights of the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer agrees that none The Excluded Assets shall consist of the following assets, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assetsfollowing: (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsThe Excluded Real Property described in Schedule 2.2(a); (b) all rights In each case determined as of 11:59 p.m. on the Seller arising under the Transaction Documents; (c) all rights in and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to 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 generated or held by the Seller on or day prior to the Closing Date, that are Seller's cash on hand as of the Closing Date and all other cash in any of Seller'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) Seller's books and records relating solely to internal corporate, financial and tax matters and any other books and records not used inrelated to any Station or the business or operations of any Station; (d) Any claims, rights and interest of Seller in and to any (i) refunds of Taxes or fees of any nature whatsoever or (ii) deposits or utility deposits, which, in each case, relate solely to the period prior to the Closing Date; (e) All insurance contracts, including the cash surrender value thereof, and all insurance proceeds or claims made by Seller relating to property or equipment repaired, replaced or restored by Seller prior to the Closing Date; (f) All Employee Benefit Plans and all assets or funds held in trust, or otherwise, associated with or used in connection with the Employee Benefit Plans; (g) All Choses in Action, if any, of Seller excluded from Section 2.1(k); (h) All tangible and intangible personal property disposed of or consumed in the ordinary course of business between the date of this Agreement and the Closing Date, or as otherwise attributable to permitted under the Wholesale Businessterms hereof; (i) Any collective bargaining agreement, any Cash owned by other Contract not included in the Seller as of Assumed Contracts, and all Contracts that have terminated or expired prior to the Closing DateDate in the ordinary course of business and as permitted hereunder; and (j) all of the Excluded Assets listed The personal effects and other personal property identified on Schedule 2.2(j).

Excluded Assets. Notwithstanding any provision in The Purchased Assets shall not include, and the Transaction Documents to the contrarySeller shall retain, the Buyer agrees that none of the following assets, properties, rights or interests of the Seller assets (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsCash, cash equivalents, invested funds and marketable securities; (b) all The Seller’s rights of the Seller arising under this Agreement and under the Transaction DocumentsConfidentiality and Nondisclosure Agreement dated July 21, 2004 between Buyer and Seller (the “Confidentiality Agreement”); (c) all rights in Tax returns and with respect to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)permanent tax and accounting records; (d) any governmental authorization All rights under Contracts, other than those listed in on Schedule 2.1(e1.1(g); (e) Any loan, advance, note or receivable owed to the Business by JCI, any assets affiliate of the Seller or any Employee Plandivision of the Seller; (f) refunds or claims for refunds of Taxes paid by the SellerInsurance policies and all rights with respect thereto; (g) all Seller operated, license operated The Milwaukee Real Estate; (h) The Seller’s and franchise operated JCI’s rights under the Asset Purchase Agreement by and among ▇▇▇▇▇’-▇▇▇▇▇▇▇▇▇ Coffee branded retail stores or kiosks Corporation and the leasesNorthStar Print Group, licenses Inc. and franchise agreements with respect theretoJournal Communications, including footprint stores in special venues such Inc. dated January 4, 2001, 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 generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Businessamended; (i) Claims or causes or rights of action to the extent they relate to any Cash owned Excluded Asset or any Liability or obligation which is not assumed by the Buyer pursuant to Section 3.1 hereof; (j) All prepaid expenses, advance payments and deposits, and refunds, except the Included Prepaid Expenses; (k) Tax credits and rights to any refunds with respect to taxes or tax returns; (l) The Seller’s minute books, stock and other corporate records; (m) The Seller’s rights under any employee benefit or other plan offered by the Seller as of to its employees; (n) The lease between the Closing DateSeller and JCI for the Watertown Real Estate; (o) All Governmental Authorizations to the extent not transferable; and (jp) all of the Excluded Assets listed on Schedule 2.2(j)The Green Bay Real Estate.

Excluded Assets. Notwithstanding any provision in the Transaction Documents Seller excepts, reserves, and retains to the contrary, the Buyer agrees that none of itself the following assetsproperties and assets (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets:): (a) the consideration delivered to the Seller by Buyer pursuant to the Transaction Documentsall corporate, financial, legal, and tax records of Seller; (b) all rights deposits, cash, checks in process of collection, cash equivalents, and funds attributable to Seller’s interest in the Seller arising under Assets for the Transaction Documentsperiod prior to the Effective Time, except as provided for in Section 8.3; (c) all rights in and with respect Hydrocarbons produced from or allocable to insurance policies of the SellerAssets prior to the Effective Time, except for those insurance policies listed on Schedule 2.1(hHydrocarbons described in Section 2.1(c)(i); (d) any governmental authorization listed in Schedule 2.1(e)all documents and records of Seller subject to the attorney/client privilege, confidentiality agreements, claims of privilege, or other restrictions on access; (e) all rights, interests, and Claims that Seller may have under any assets policy of insurance or indemnity, surety bond, or any Employee Planinsurance or condemnation proceeds or recoveries from third Persons relating to property damage or casualty loss affecting the Assets occurring prior to the Possession Time; (f) refunds all Claims, whether in contract, in tort, or claims for refunds arising by operation of Taxes paid Law, and whether asserted or unasserted as of the Possession Time, that Seller may have against any Person arising out of acts, omissions, or events, or injury to or death of Persons or loss or destruction of or damage to property, relating in any way to, the Assets that occurred prior to the Possession Time; provided, however, that no such Claim may be settled, compromised, or otherwise resolved in a manner that results in an obligation borne by Buyer or the SellerAssets from and after the Possession Time without the prior written consent of Buyer; (g) all exchange traded futures contracts and over-the-counter derivative contracts of Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and as to which Seller has an open position as of 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 StoresEffective Time; (h) any and all tangible property located at rights to use Seller’s name, marks, trade dress or insignia, or to use the name of any Affiliate of Seller, and all of Seller’s intellectual property, including, without limitation, proprietary or licensed computer software; patents; trade secrets; copyrights; geological and geophysical information and data (including, without limitation, conventional and 3-D seismic data) licensed from third Persons, and such Seller’s proprietary interpretations thereof; economic analyses; and pricing forecasts; (i) all amounts due or payable to Seller as adjustments to insurance premiums related to the Retail Stores 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 income or franchise taxes relating to the Leased PropertyAssets 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 disputes arising under the Leases, 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, prepaid expenses instruments, general intangibles, and other current assets of receivables due or payable to Seller relating to the Seller generated or held by the Seller on or Assets that accrued prior to the Closing DateEffective 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 not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by period prior to the Seller as of the Closing DateEffective Time; and (jn) 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 Excluded Assets listed on Schedule 2.2(j)Assets.

Excluded Assets. Notwithstanding Magellan and Crescent expressly understand and agree that neither Magellan nor any provision in the Transaction Documents Magellan Subsidiary is conveying or contributing to the contrary, the Buyer agrees that none OpCo or any OpCo Subsidiary pursuant to Section 2.1 any of the following assets, properties, rights or interests properties or any assets which are not used in the conduct of the Seller business of the Hospitals (the “Excluded Assets”) shall be Acquired Assets:"EXCLUDED ASSETS"): (a) the consideration delivered Supplies and inventory relating to the Seller by Buyer pursuant to the Transaction DocumentsHospitals; (b) all rights of Notes receivable relating to the Seller arising under the Transaction DocumentsHospitals; (c) all rights in and with respect Prepaid assets relating to insurance policies of the Seller, except for those insurance policies listed on Schedule 2.1(h)Hospitals; (d) any governmental authorization listed in Schedule 2.1(e)Prepaid expenses relating to the Hospitals; (e) Lease deposits paid by either Magellan or any assets of Magellan Subsidiary as tenant in any Employee Planlease relating to the Hospitals; (f) refunds or claims for refunds of Taxes paid by Utility deposits relating to the SellerHospitals; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores Cash held 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 escrow accounts relating to Retail Stores and personal property located at any Retail Storesthe Hospitals; (h) all tangible property located at 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, minute books, stock ledgers or other books and records pertaining to the organization, issuance of stock and capitalization of the 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 its subsidiaries prior to the Retail Stores date of this Agreement or prior to Closing in the Leased Propertyordinary 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 be transferred to Crescent under the Real Estate Purchase and Sale Agreement; (n) Any deferred tax asset of a Magellan Subsidiary at the Closing Date; (o) The Cocoon System (as defined in the Franchise Agreement) including but not limited to all treatment protocols, written or 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 receivablereceivable of 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, notes receivable, prepaid expenses cost report adjustments and other current settlements relating to periods prior to the Closing Date and liabilities or assets of the Seller generated or held by the Seller on or related to depreciation recapture relating to periods prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (iy) any Cash owned by the Seller as of the Closing DateDisproportionate Share Payments; and (jz) all of Assets (including business records) required in order to provide the Excluded Assets listed on Schedule 2.2(j)services to be provided by Magellan pursuant to the Franchise Agreement.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contraryforegoing, the Buyer agrees that none of Assets shall not include, and there is excepted, reserved and excluded from the following assetssale contemplated hereby (collectively, properties, rights or interests of the Seller (the “Excluded Assets”) shall be Acquired Assets: ): (a) the consideration delivered to the extent received by Seller or Buyer within 90 days after Closing, all credits and refunds (other than those relating to Taxes, which are governed by Buyer pursuant to the Transaction Documents; Subsection (b) below) and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (b) to the extent received by Seller or Buyer within 90 days after Closing, all claims of Seller for refunds of or loss carry forwards with respect to (i) income or franchise Taxes imposed on Seller, or (ii) any Taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement, but excluding for the Seller arising under the Transaction Documents; avoidance of doubt, any refunds of Asset Taxes; (c) to the extent received by Seller or Buyer within 90 days after Closing, all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (d) all of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks and logos; (e) all of Seller’s rights and interests in geological and geophysical data which cannot be transferred without the consent of (provided that Seller shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party; (f) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with Persons unaffiliated with Seller; (g) to the extent received by Seller or Buyer within 90 days after Closing, all audit rights arising under any of the Contracts or otherwise with respect to insurance policies any period prior to the Effective Time or to any of the Seller, except for those insurance policies listed on Schedule 2.1(h) (d) any governmental authorization listed in Schedule 2.1(e); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (g) all Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; other Excluded Assets; (h) all tangible property located at any corporate, partnership and income Tax records of the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or held by the Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; Seller; (i) any Cash owned by the Seller as of the Closing Datevehicles, office equipment and supplies; and and (j) all of the Excluded Assets listed items described on Schedule 2.2(j)1.03.

Excluded Assets. Notwithstanding any provision in the Transaction Documents anything herein to the contrary, the Company shall retain all of its right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer agrees that none of hereunder, and the Acquired Assets shall not include, solely the following assets, properties, rights or interests of the Seller assets and properties (such retained assets and properties being the “Excluded Assets”) shall be Acquired Assets:): (ai) all cash and cash equivalents of the consideration delivered to the Seller by Buyer pursuant to the Transaction DocumentsCompany on hand and/or in banks, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, asset or money market accounts and all such similar accounts or investments; (bii) all refunds of Taxes (as defined in Section 3.18 hereof) to the extent that the Taxes being refunded were an Excluded Liability; (iii) all Tax Returns (as defined in Section 3.18 hereof) of the Company; (iv) all rights of the Seller arising Company under the Transaction Documentsthis Agreement and any Ancillary Agreement; (cv) Big Mon Casualty and Indemnity LTD captive insurance policy; (vi) except as set forth in Section 5.5(c), all pension and profit sharing plans maintained by the Company and the assets thereof, and all other employee benefit plans and arrangements of the Company and the assets thereof; (vii) all rights in tangible and with respect to insurance policies intangible personal property of the Seller, except for those insurance policies listed on Schedule 2.1(h)Company disposed of or consumed in the ordinary course of business since the Balance Sheet Date; (dviii) all Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business consistent with the past practices of the Company; (ix) the Company’s corporate seal, minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of the Company and duplicate copies of such records as are necessary to enable the Company to file its tax returns and reports as well as any governmental authorization listed other original records or materials relating to the Company generally and not involving or relating to the Acquired Assets or the operation or operations of the Company; (x) contracts of insurance, and all insurance proceeds or claims thereunder except as provided in Schedule 2.1(eSection 1.1(a)(xi) and (xii); (e) any assets of any Employee Plan; (f) refunds or claims for refunds of Taxes paid by the Seller; (gxi) all Seller operatedof the Company’s claims, license operated choses in action, causes of action and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the “Retail Stores”) and all leased or owned properties judgments 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 generated or held by the Seller on or Acquired Assets arising prior to the Closing Date, that are not used in, or otherwise attributable Date to the Wholesale Businessextent not specifically identified as an Acquired Asset in Section 1.1(a); (ixii) any Cash owned by the Seller as of equity interests in the Closing DateGM Subsidiary; and (jxiii) all of the Excluded Assets listed items set forth on Schedule 2.2(j)1.1(b) hereof.