Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) 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 or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything Section 1.1 above, nothing herein --------------- contained shall operate as a sale, transfer, conveyance or assignment to the contrary in this Agreement, the Acquired Assets shall not include Buyer of any of Sellers' rights, title or interests in the following assets and property of Seller (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.Assets and property disposed of since the date of the Base Balance Sheet in the ordinary course of business and such other assets as have been or are disposed of pursuant to this Agreement; (b) 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 documentsCorporate franchise, stock transfer records, record books, original Tax corporate record books containing minutes of meetings of directors and financial records stockholders and such other filesrecords as have to do exclusively with Seller's organization or stock capitalization (collectively, books the "Corporate Records"); provided, however, that Seller shall provide Buyer prior to the Closing with true, correct and records relating to any complete copies of each of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).foregoing; (c) All preference or avoidance claims and actions Current Assets of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, Seller as of the Bankruptcy Code. (d) Sellers' rights under this Agreement Closing Date and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions accounts receivable of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending Seller on or prior to the date of Closing Date regardless of whether or not in accordance with generally accepted accounting principles; (d) All rights under any loans or other evidence of indebtedness, other than the Stockholder Loans (as defined below), between Seller, on the one hand, and any affiliate of the Seller, on the other hand (the "Pre-Closing Tax PeriodIntercompany Loans"); (e) Refunds for taxes paid by Seller before the Closing or for taxes paid by Seller after the Closing in respect of the period before the Closing; (f) Security deposits of the Seller, including any interest in and to any refund of any Taxes not relating to the Business for any period.if any; (g) All amounts due to Sellers from any Affiliate those items of Sellers (other than amounts due to Sellers from any Joint Venturepersonal property of the Stockholders set forth on Schedule 1.2(g).; --------------- (h) All claims that Sellers Any rights which the Seller may have against any third Person with respect to any Excluded Asset.enforce the obligations of the Buyer pursuant to this Agreement and the other documents and agreements contemplated herein; and (i) All rights under insurance Insurance policies and all rights in the nature of insuranceand claims thereunder, indemnification and contribution set forth on SCHEDULE 1.1(q).including proceeds or cash surrender value; and (j) All property and assets listed on SCHEDULE 1.2(j) and Any rights under pension, severance or other plans maintained by Seller in any proceeds from country other than the disposition thereofUnited States.

Excluded Assets. Notwithstanding anything Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to the contrary in Buyer pursuant to this AgreementAgreement (such assets as described herein below, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all cash and cash equivalents of Sellers; (b) 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 all corporate and financial records of Sellers (other than the Joint Venture InterestsData contemplated by Section 2.01(f)) 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 all Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Records; (c) All preference all Contracts of insurance or avoidance indemnity, subject to 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 period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims and actions of Sellers, including, without limitation, (including any such claims and actions arising under Sections 544 through 553, inclusive, claim as defined in section 101 of the Bankruptcy Code. (d) Sellers' ), causes, causes of action, remedies, defenses, rights under this Agreement of set-off, rights of recoupment, and all Consideration payable rights to payment or deliverable to Sellers pursuant enforce payment and credits of any Seller except to the terms and provisions extent related to the Assets with respect to any period of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending time on or prior to after the Closing Date (the "Pre-Closing Tax Period"), including or any interest in and to any refund of any Taxes not relating to the Business for any period.Assumed Liability; (g) All amounts due to any refund of costs or expenses borne by Sellers from and not by Buyer; (h) any Affiliate Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than amounts due those allocated to Sellers from any Joint VentureBuyer under Section 7.06). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.; (i) All rights any prepayments or good faith or other deposits submitted by any Third Party under insurance policies and all rights in the nature terms of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).the Bid Procedures Order; (j) All property any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on SCHEDULE 1.2(jSchedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any proceeds from the disposition thereofassets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (collectively, the "“Excluded Assets"):”) shall be excluded from the Purchased Assets: (a) Any Contract that is all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not an Assumed Contract.constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) All insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (iexcept for Buyer’s rights under Section 5.05); (c) 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 all Intellectual Property Rights (other than the Joint Venture Interests) Business Intellectual Property Rights), including the marks and names set forth 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 Section 2.03 of the Excluded Assets or to Disclosure Schedule (the organization“Seller Trademarks and Tradenames”), existence or capitalization of and including all royalties and/or other license payments under any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Portfolio Cross-License; (d) Sellers' rights under all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all Consideration payable or deliverable to Sellers pursuant to minute books and corporate records of Seller and the terms and provisions of this Agreement.Retained Subsidiaries; (e) All prepaid expenses the property and deposits set forth on SCHEDULE 1.2(e).assets described in Section 2.03 of the Disclosure Schedule; (f) All all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to or claims for refunds, overpayments or rebates of Taxes receive Tax refunds relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending arising on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any periodDate. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything any provision in the Transaction Documents to the contrary in this Agreementcontrary, the Acquired Assets shall not include any Buyer agrees that none of Sellers' rightsthe following assets, title properties, rights or interests in of the following Seller (collectively, the "“Excluded Assets"):”) shall be Acquired Assets: (a) Any Contract that is not an Assumed Contract.the consideration delivered to the Seller by Buyer pursuant to the Transaction Documents; (b) 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 all rights of the Excluded Assets or to Seller arising under the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Transaction Documents; (c) All preference or avoidance claims all rights in and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, with respect to insurance policies of the Bankruptcy Code.Seller, except for those insurance policies listed on Schedule 2.1(h) (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.any governmental authorization listed in Schedule 2.1(e); (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).any assets of any Employee Plan; (f) All rights to refunds or claims for refunds, overpayments or rebates 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; (ih) Sellers all tangible property located at any of the Retail Stores or (ii) the Business forLeased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Seller generated or applicable to, any taxable period (or portion thereof) ending held by the Seller on or prior to the Closing Date (the "Pre-Closing Tax Period")Date, including any interest in and to any refund of any Taxes that are not relating used in, or otherwise attributable to the 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.Wholesale Business; (i) All rights under insurance policies and all rights in any Cash owned by the nature Seller as of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).the Closing Date; and (j) All property and assets all of the Excluded Assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofSchedule 2.2(j).

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, the Acquired Purchased Assets shall not include include, and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey, assign or deliver to NewCo any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract any assets of the Pfizer Parties that is are not an Assumed Contract.included within the definition of Purchased Assets; (b) All (i) shares of capital stock of any Seller Contracts or securities convertible into, exchangeable intercompany payables 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 receivables between and (iii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax among Pfizer 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 or of any other Person (other than the Joint Ventures).its Subsidiaries; (c) All preference any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or avoidance claims similar accounts, and actions any evidence of Sellers, including, without limitation, indebtedness issued or guaranteed by any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Governmental Authority; (d) Sellers' any Intellectual Property Rights (including retained rights under this Agreement the Intellectual Property Rights owned by the Pfizer Parties and all Consideration payable or deliverable licensed to Sellers pursuant to NewCo under the terms Patent and provisions of this Know-How License Agreement.) other than the Pfizer Assigned IP Rights; (e) All prepaid expenses any Pfizer Benefit Plan and deposits set forth on SCHEDULE 1.2(e).any assets related thereto; (f) All rights all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, all deposits or advance payments with respect to or claims for refundsTaxes, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business forand any claims, or applicable torights, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any and interest in and to any refund refund, credit or reduction of any Taxes not Taxes, in each case relating to the Business for any period.Excluded Taxes (regardless of when received); (g) All amounts due all rights, claims or causes of action of a Pfizer Party against Third Parties to Sellers from the extent relating to any Affiliate of Sellers (other than amounts due to Sellers from Excluded Asset or any Joint Venture).Excluded Liability; (h) All claims that Sellers may have against any third Person with respect Non-Assignable Assets, subject to any Excluded Asset.Section 2.5; (i) All rights under insurance policies and all rights in the nature of insuranceassets, indemnification and contribution set forth Contracts, equipment or other property listed on SCHEDULE 1.1(qSchedule 2.2(i).; and (j) All property all income Tax Returns and assets listed on SCHEDULE 1.2(j) records and other Tax Returns to the extent not exclusively related to the Purchased Programs or Purchased Assets. For the purposes of Section 2.1 and Section 2.2, the terms Purchased Assets and Excluded Assets, as applicable, shall not include any proceeds from the disposition thereofTax assets.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets The assets listed below shall be retained by Sellers and shall not include any of Sellers' rights, title be transferred to or interests in assumed by either Buyer (the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit; (b) All the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities; (e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e); (f) all (i) shares of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Selleragreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) shares lists of capital stock prospective purchasers for such transactions compiled by or equity or other ownership interest for the benefit of Sellers (other than the Joint Venture Interests) in any other Person and Sellers, (iii) corporate sealsbids submitted by other prospective purchasers of the Purchased Assets, minute books(iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, charter documents(v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, stock transfer records, record books, original Tax and financial records and such other files, books and records relating (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the Excluded Assets bids, the prospective purchasers, the engagement or to the organization, existence or capitalization activities of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.▇▇▇▇▇▇▇; and (g) All amounts due to Sellers from any Affiliate all rights of Sellers (other than amounts due pursuant to Sellers from any Joint Venture). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) this Agreement and any proceeds from the disposition thereofother Ancillary Agreement to which either one of them is a party.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) All (i) shares of capital stock of all rights under any Seller or securities convertible intoContracts, exchangeable or exercisable for shares of capital stock of any Sellerincluding those listed on Schedule 2.02(b), (ii) shares of capital stock or equity or other ownership interest of Sellers (other than but excluding 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 or of any other Person (other than the Joint Ventures).Assumed Contracts; (c) All preference all Company Plans and attributable assets of, or avoidance claims relating to, such plans, including all records, Contracts and actions of Sellers, including, without limitation, any arrangements associated with such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Company Plans; (d) Sellers' any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.other Transaction Documents; and (em) All prepaid expenses and deposits set forth the other assets of Seller that are identified on SCHEDULE 1.2(eSchedule 2.02(m). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything Except to the contrary extent expressly set forth in a separate written agreement executed between Sellers and Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Acquired Assets shall not include Assets, including without limitation any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.All minute books and other corporate records of any Seller and its affiliates; (b) All (i) shares of capital stock of any insurance policies and proceeds thereof payable to a Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, its affiliates (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 except to the organizationextent of, existence or capitalization and subject to, the provisions of any Seller or of any other Person (other than this Agreement regarding a casualty loss to the Joint VenturesLocations following the date hereof).; (c) All preference or avoidance claims cash, cash equivalents, refunds and actions accounts receivable of Sellers, including, without limitation, any such claims a Seller and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.its affiliates; (d) Sellers' rights under this Agreement All tax refunds, credits and all Consideration payable or deliverable to Sellers pursuant benefits with respect to the terms and provisions of this Agreement.Assets to the extent the same relate to periods before the Closing; (e) All prepaid expenses Sellers’ beer permits and deposits set forth on SCHEDULE 1.2(e).lottery agreements; (f) All rights trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, which are being conveyed to or claims for refunds, overpayments or rebates of Taxes relating to (iPurchaser as set forth in Section 1.1(g) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.above; (g) All amounts due deposits and prepaid expenses for which a Seller is not given credit pursuant to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).Section 4.7 hereof; (h) All claims that properties, assets, rights and business interests of Sellers may have against any third Person with respect to any Excluded Asset.and their respective affiliates situated at sites other than the Locations; (i) All rights under insurance policies and all rights in personal property owned by any third-party at the nature of insurance, indemnification and contribution set forth Locations as particularly identified on SCHEDULE 1.1(qSchedule 1.2(i) as being vendor supplied or leased (the “Excluded Personal Property”).; (j) All property 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) ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and all assets listed on SCHEDULE 1.2(jthereof, the Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to the Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and ▇▇▇▇▇▇ Petroleum’s blending operation; (m) and any proceeds from The claim against the disposition thereofTown of Mosheim described in Schedule 5.4; and (n) The assets to be sold under the LGO Asset Purchase Agreement.

Excluded Assets. Notwithstanding anything Subject to the contrary in terms of this Agreement, the Acquired Assets shall not include any of Sellers' rightsassets, title properties, rights or interests whether or not relating to the Product, other than those specifically listed or described in Sections 2.1 and 2.6 and, without limiting the generality of the foregoing, shall expressly exclude the following assets of Reliant (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all rights of Reliant arising under this Agreement, the Other Agreements or from the consummation of the transaction contemplated hereby or thereby; (b) All all rights of enforcement, indemnification and similar matters under the Assigned Contracts and Orders related to any periods prior to Closing; provided, however, that Reliant shall (i) shares of capital stock of consult with the Purchaser prior to exercising any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, such rights and (ii) shares of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interests) exercise such rights in a manner intended to minimize 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 adverse impact to the organization, existence or capitalization of Purchaser’s relationship with any Seller or of any other Person (other than customers and suppliers party to the Joint Ventures).Assigned Contracts and Orders post-closing; (c) All preference all rights, title and interest of Reliant in and to any Intellectual Property, whether now existing or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of hereafter developed or acquired (including the Bankruptcy Code.Reliant Brands) other than the Product Intellectual Property; (d) Sellers' rights under this all rights, title and interest of Reliant in and to the Nizatidine Supply Agreement and all Consideration payable or deliverable except as otherwise assigned to Sellers Purchaser pursuant to the terms and provisions of this Agreement.Nizatidine Supply Agreement Assignment; (e) All prepaid expenses all rights, title and deposits set forth on SCHEDULE 1.2(einterest in and to the Product outside of the Territory, other than the license rights granted to Purchaser in Section 2.6(a)(ii).; (f) All rights all rights, title and interest of Reliant in and to Axid IR NDA and the IND (subject to the Purchaser’s right of reference under Section 2.6(g)); and (g) all accounts receivable (including any payments received with respect thereto on or claims for refundsafter the Closing, overpayments unpaid interest accrued on any such accounts receivable and any security or rebates collateral related thereto) arising from sales of Taxes relating the Product prior to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending Closing and that are accrued but unpaid on or prior to the Closing Date (collectively, the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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“Accounts Receivable”). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementSection 1.1, the Acquired Purchased Assets shall do not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares of capital stock of any Seller or securities convertible intoSeller’s organizational documents, exchangeable or exercisable for shares of capital stock of any Sellerqualifications to conduct business as a foreign entity, (ii) shares of capital stock or equity or arrangements with registered agents relating to foreign qualifications, taxpayer and other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and (iii) corporate identification numbers, general ledgers, seals, minute books, charter documents, stock equity transfer records, record books, original Tax and financial records and such other files, books and records similar documents of Seller relating to any of the Excluded Assets or to the organization, maintenance and existence of Seller as a limited liability company, and all payroll, personnel and employment records for all current or capitalization former employees of any Seller or of any other Person Seller; (other than the Joint Ventures).b) all Removed Real Property; (c) All preference or avoidance claims and actions of Sellers, all Contracts that are not Assigned Contracts (including, without limitationfor the avoidance of doubt, any such claims the Management Services Agreement, which Management Services Agreement shall be mutually terminated by the parties thereto and actions arising under Sections 544 through 553, inclusive, of evidence thereof delivered to Buyer at or prior to the Bankruptcy Code.Closing); (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to cash of Seller other than any on account of the terms and provisions of this Agreement.Home Sale Contract Deposits; (e) All Seller’s insurance policies, including premium adjustment, and prepaid expenses and deposits set forth on SCHEDULE 1.2(e).insurance premiums, along with all claims, causes of action, proceeds or other rights under such policies; (f) All rights all Tax Returns of Seller and all books, documents or records related to Taxes of Seller (for the avoidance of doubt, other than books and records or claims for documents relating to Taxes imposed on the Purchased Assets, as described in Section 1.1(e)); (g) all Tax assets or attributes of Seller, including refunds, overpayments except any refunds or rebates of credits for Property Taxes relating with respect to (i) Sellers or (ii) the Business for, or applicable to, any taxable Purchased Assets that are allocable to a Tax period (or portion thereof) ending on or prior to beginning after the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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).Date; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.employee-related or employee benefit-related plans, files or records of Seller; (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Seller under this Agreement or any Seller Transaction Document; and (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from claims against any Person to the disposition thereofextent such claims exclusively relate to Excluded Assets or Excluded Liabilities.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following (collectively, herein referred to as the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than ▇▇▇▇▇ cash held at the Station or Included Proceeds; (b) All (i) shares bank and other depository accounts of capital stock of any the Seller Parties 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 or of any other Person (other than the Joint Ventures).their Affiliates; (c) All preference or avoidance claims claims, rights and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, interests of the Bankruptcy Code. (d) Sellers' rights under this Agreement Seller Parties or any of their Affiliates in and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates any refunds of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, fees of any taxable period nature whatsoever for periods (or portion portions thereof) ending on or prior to the Closing Date Date; (d) Any rights, claims or causes of action of the "Pre-Closing Tax Period"), including Seller Parties or any interest in and to any refund of any Taxes not their Affiliates against third parties relating to the assets, properties or operations of the Business for arising out of transactions occurring prior to the Closing Date, except to the extent that any period.such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds; (f) The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All amounts due records prepared in connection with or relating to Sellers the sale or transfer of the Station, including bids received from any Affiliate of Sellers (other than amounts due others and analyses relating to Sellers from any Joint Venture).the Station and the Purchased Assets; (h) All claims that Sellers may have against The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any third Person with respect Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to any Excluded Asset.the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) All rights under insurance policies and all rights The items designated in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All property Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and assets listed on SCHEDULE 1.2(jdocuments relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any proceeds assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the disposition thereofSeller Parties or any of their Affiliates; and (o) Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Excluded Assets. Notwithstanding anything to It is expressly understood and agreed that the contrary in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.Except as otherwise provided in Section 2.1(j), cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities; (b) All (i) shares of capital stock Except as may be agreed pursuant to Section 2.8(g), any assets of any Seller qualified or securities convertible into, exchangeable non-qualified pension or exercisable for shares of capital stock of any Seller, (ii) shares of capital stock or equity welfare plans or other ownership interest of Sellers (other than deferred compensation arrangements maintained by the Joint Venture Interests) in Contributor or 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 Affiliate thereof for employees of the Excluded Assets Contributor or any Affiliate thereof prior to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Closing Date; (c) Any of the Contributor's or any Affiliate's right, title and interest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) All preference or avoidance claims and actions of Sellers, rights against third parties (including, without limitation, any such claims insurance carriers, indemnitors, suppliers and actions arising under Sections 544 through 553service providers), inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.extent they do not relate to the Assumed Liabilities; (e) All prepaid expenses and deposits set forth Claims for refunds of Taxes for time periods ending on SCHEDULE 1.2(e).or before the Closing Date, which Taxes remain the liability of Contributor under this Agreement; (f) All rights Subject to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable toMaster Intellectual Property Agreement, any taxable period (and all of the Intellectual Property and Trademarks of the Contributor or portion thereof) ending on or prior any Affiliate thereof to the Closing Date (extent not used principally in the "Pre-Closing Tax Period"), including any interest in normal operation and to any refund conduct of any Taxes not relating or to the Business for any period.extent not applicable to the Contributed Business; (g) All amounts due items sold in the ordinary course of business prior to Sellers from any Affiliate the Closing Date, none of Sellers (other than amounts due which individually or in the aggregate are material to Sellers from any Joint Venture).the normal operation and conduct of the Contributed Business; and (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies The tangible assets, intangible assets, real properties, contracts and all rights rights, described in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(qSchedule 2.2(h). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything contained in Section 2.2 to --------------- the contrary in this Agreementcontrary, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"): (aA) Any Contract that is not an Assumed Contract.All of the Sellers' cash on hand or on deposit as of the Closing Date; (bB) All (i) shares of capital stock of any Seller or securities convertible intoThe Sellers' corporate books and records, exchangeable or exercisable for shares of capital stock of any Sellerincluding the corporate charter and bylaws, (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) qualifications to conduct business as a foreign corporation, corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records documents relating to any of the Excluded Assets or to the organization, maintenance, and existence of the Sellers as corporations and a limited partnership, respectively; (C) Any and all employment agreements, contracts or capitalization other understandings, whether written or oral, to which Sellers are a party, relating to employment by the Sellers of any Seller 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 any other Person the applicable jurisdictions; (E) All accounts receivable, other than the Joint Ventures).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; (cF) All preference agreements, commitments, contracts or avoidance claims similar arrangements and actions all rights thereunder, of Sellersthe Sellers (i) related solely to the paging business, (ii) not included in the Purchased Contracts and (iii) not otherwise provided for herein, including, without limitationbut not limited to, any such 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 (H) All assets, property, rights and claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. Sellers (di) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant related solely to the terms paging business, except for the PageNet pagers included in the Inventory, (ii) not included in the Acquired Assets or the Inventory and provisions of this Agreement. (eiii) All prepaid expenses not otherwise provided for herein, including, but not limited to, the Seller's paging customers and deposits the excluded intellectual property assets set forth on SCHEDULE 1.2(e). (fSchedule 2.4(H) All rights to hereto; provided, however, --------------- -------- ------- that nothing in this Agreement shall preclude the Buyer from using any generic, descriptive or claims for refunds, overpayments disclaimed term contained in the trademarks listed in Schedule 2.2(B) or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"Schedule 2.4(H), including any interest except for the trademarks listed --------------- --------------- therein in and to any refund of any Taxes not relating to the Business for any periodtheir entireties. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything in Section 2.1 hereof to the contrary in this Agreementcontrary, the Acquired Assets term “Assets” shall not include any of Sellers' rights, title or interests in exclude the following (collectively, the "“Excluded Assets"”): (a) Any Contract The corporate minute books and stock ledgers of the 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 is 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 Parish of Jefferson, State of Louisiana Docket No. 615-283, Division “D” (“the Litigation”) and personal files of Queyrouze not an Assumed Contract.related to Seller’s Business; (b) All (i) shares of capital assets related to any pension, profit sharing, stock of any 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 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 or of any other Person (other than the Joint Ventures).its employees; (c) All preference or avoidance claims and actions rights of SellersSeller under all causes of action, includingchoses of action, without limitationrights of recovery, warranty rights with respect to assets other than Purchased Assets, rights of set off, rights of recoupment, accounts receivable and credit card company payments relating to Seller’s Business and accrued prior to Closing and all deposits and security in respect of any such claims Real Property Lease and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.as appearing on Schedule 2.2(c); (d) Sellers' rights under this Agreement Personal memorabilia owned by Queyrouze on display in the various restaurants or otherwise contained in the various restaurants and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.as appearing on Schedule 2.2(d); (e) All prepaid expenses Equipment, furniture or furnishings owned by Queyrouze and deposits set forth used exclusively by Queyrouze which are contained in an office used exclusively by Queyrouze and as appearing on SCHEDULE 1.2(eSchedule 2.2(e).; and (f) All rights to or claims Except for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable toWorking Cash, any taxable period (or portion thereof) ending other cash on or prior to the Closing Date (the "Pre-Closing Tax Period")hand, including any interest cash in Seller’s bank accounts and to any refund of any Taxes not relating to the Business for any periodescrow accounts and cash equivalents. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase from Seller, and the Acquired Assets shall not include any of Sellers' rightsinclude, title or interests in the following assets, properties, interests and rights of Seller and related books and records (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares all cash and cash equivalents (net of capital stock outstanding checks and wires in transit) of any Seller or securities convertible into, exchangeable or exercisable for shares as of capital stock of any Seller, the Closing Date; (ii) shares of capital stock all prepaid rent that has been remitted by Seller under the Leases, and any refunds or equity or other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and rights relating thereto; (iii) corporate sealscontracts, 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 organizational documents, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records documents relating to any of the Excluded Assets or exclusively to the organization, maintenance and existence or capitalization of any Seller or of any as an entity, including taxpayer and other Person (other than the Joint Ventures).identification numbers, Tax Returns, Tax information and Tax records; (cviii) All preference or avoidance claims and actions the rights of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights Seller under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.other Transaction Documents; (eix) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). any refunds (for rights thereto) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) Taxes attributable to Seller for all periods ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Date; (gx) All amounts due the sponsorship of and any assets maintained pursuant to Sellers from or in connection with any Affiliate benefit or compensation plan, policy, program, contract, agreement, or arrangement at any time maintained, sponsored, contributed or required to be contributed to by Seller or any of Sellers (other than amounts due to Sellers from any Joint Venture). (h) All claims that Sellers may have against any third Person its Affiliates or with respect to which Seller or any Excluded Asset.of its Affiliates has any current or contingent liability or obligation; and (ixi) All office furniture and fixtures and the other assets, properties, interests and rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(qSchedule 1.1(b)(ix). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to Purchaser acknowledges and agrees that the contrary in this Agreement, the Acquired Assets "Assets" shall not include any of Sellers' rightsinclude, and Seller shall retain all right, title or interests and interest in and to, any and all of the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.Seller's corporate books and records of internal corporate proceedings, tax records, work papers and books and records; (b) 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) all rights and 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 PRIMEDIA name and any Seller or of any other Person (other than the Joint Ventures).variations thereof and derivations therefrom; (c) All preference all cash and cash equivalents held by or avoidance claims on behalf of Seller and actions all of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Seller's bank accounts; (d) Sellers' rights under this Agreement all files, accounting records and all Consideration payable or deliverable to Sellers pursuant internal reports relating to the terms business activities of Seller (but not relating solely to the Business); provided, however, that Purchaser may obtain copies of all such files, records and provisions of this Agreement.reports to the extent they are directly related to the Business; (e) All prepaid expenses all software, software systems, databases and deposits set forth database systems listed on SCHEDULE 1.2(eSchedule 1.02(e).; (f) All rights to all hardware and equipment, whether owned, leased or claims for refundslicensed by Seller not located at the Texas Property; (g) all hardware and equipment, overpayments whether owned, leased or rebates of Taxes relating to licensed by Seller located at the Texas Property and listed on Schedule 1.02(g); (h) all insurance policies maintained by Seller; (i) Sellers or (ii) the Business forany and all prepaid Taxes and Income Tax refunds of Seller, or applicable to, any taxable period (or portion thereof) ending on or prior except to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not extent relating solely to the Business for any period. period on or after the Closing Date; provided that, for purposes of this Agreement, (gi) 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 "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 any Excluded Asset. such amounts, and (iii) All rights under insurance policies "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 rights in the nature of insuranceinterest, indemnification penalties and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.additions imposed with respect to such amounts; and

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Acquired Purchased Assets shall not include include, and Buyer is not acquiring, any of Sellers' assets, properties, rights, title interest, or interests in claims of any kind or description of Seller or its Affiliates other than the following Purchased Assets (collectively, the "“Excluded Assets"):”). Without limiting the generality of the foregoing, the Excluded Assets shall include, but not be limited to, the following: (a) Any Contract that is not an Assumed Contract.cash and cash equivalents; (b) All Contracts (ithe “Excluded Contracts”); (c) 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, organizational documents, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other filesReturns, books of account or other records having to do with the corporate organization or tax matters of Seller that are not required to use, practice or operate the Purchased Assets; (d) all benefit plans and records relating assets attributable thereto; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) deposits held by Seller in connection with any Excluded Contracts; (g) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the Excluded Assets or foregoing; (h) royalties, fees, income, payments, and other proceeds with respect to Intellectual Property that accrued prior to the organizationClosing Date and any security, existence claim, remedy or capitalization other right related to any of any Seller or of any other Person (other than the Joint Ventures).foregoing; (ci) All preference the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents; (j) Licensed Intellectual Property (provided, that for the avoidance claims of doubt, none of the Assigned Software constitutes Licensed Intellectual Property); (k) all claims, cross claims, causes of action and actions other rights of SellersSeller 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 such directors and officers insurance policies; (n) all actions, causes of actions or claims and actions of Seller arising under Sections 544 through 553, inclusive, any legal theory against any former officers and directors of the Bankruptcy Code.Seller, including without limitation, the Chancery Court Action; and (do) Sellers' rights under this Agreement books and all Consideration payable or deliverable records that do not relate to Sellers pursuant to Purchased Assets. Buyer shall have the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refundsright, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, exercisable in Buyer’s sole discretion at any taxable period (or portion thereof) ending on or time prior to the Closing Date (Bankruptcy Court hearing to consider the "Pre-Closing Tax Period")Sale Order, including to designate any interest in and to any refund of any Taxes the Purchased Assets as Excluded Assets; provided, however, that designating Purchased Assets as Excluded Assets shall not relating to affect the Business for any periodPurchase Price. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in foregoing provisions of this AgreementSection 1, the Acquired Assets following assets shall not include any of Sellers' rightsconstitute Properties and shall not be sold, title assigned or interests in the following conveyed to Buyer pursuant to Section 1 (collectivelysuch assets as described herein below, the "“Excluded Assets"”): (a) Any Contract all Permits that is are not an Assumed Contract.assignable in connection with the transactions contemplated by this Agreement; (b) All (i) shares all 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 capital stock of any Seller every kind and description produced from the Wellbores and disposed of, or securities convertible intoin storage tanks or in pipelines past a measuring point, 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 prior to the organizationEffective Time (the “Seller’s Substances”), existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).and all proceeds attributable thereto; (c) All preference all rights and causes of action, arising, occurring or avoidance claims existing in favor of Seller and actions attributable to the period prior to the Effective Time or arising out of Sellers, the operation of or production from the Wellbores prior to the Effective Time (including, without limitationbut not limited to, any such 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 actions arising under Sections 544 through 553, inclusive, of relating and accruing to the Bankruptcy Code.period prior to the Effective Time); (d) Sellers' rights under this Agreement all fee interests, overriding royalty interests and royalty interests, and all Consideration payable or deliverable to Sellers pursuant Executive Rights related to the terms Wellbores, and provisions of this Agreement.any and all right to protest any down-spacing ▇▇▇▇▇, increased density ▇▇▇▇▇, or exception location ▇▇▇▇▇ Seller, or its successors and assigns, may choose to drill; (e) All prepaid expenses all rights under the contracts identified in Section 1.6 to the extent relating to any properties outside of the Properties described in Sections 1.1 through 1.5, and deposits set forth on SCHEDULE 1.2(e).Sections 1.7 and 1.8, and specifically to the extent any such contracts relate to any additional ▇▇▇▇▇ or drilling activities outside of the Wellbores; (f) All all corporate, financial, tax and legal records of 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 contracts of insurance or claims for refundsindemnity, overpayments subject to Section 10; (h) any refund of costs, taxes or rebates of Taxes relating expenses borne by Seller attributable to the period prior to the Effective Time; (i) Sellers any other right or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating the Properties to the Business for extent attributable to the period prior to the Effective Time, and any period.right or interest in the properties described in Sections 1.1 through 1.8 to the extent not applicable to the Wellbores; (gj) All amounts due all deposits, cash, checks, funds and accounts receivable attributable 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 Seller’s interests in the Properties with respect to any Excluded Asset.period of time prior to the Effective Time; (ik) All rights under insurance policies all computer or communications software or intellectual property (including tapes, data and program documentation and all rights in tangible manifestations and technical information relating thereto) owned, licensed or used by Seller, other than the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Data; (jl) All property any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller; and (m) motor vehicles and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofother rolling stock.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Assets shall not include any the following specifically enumerated assets (the “Excluded Assets”): 2.2.1 All rolling stock, equipment and supplies associated with Seller’s current trucking operations, which are listed on Schedule 2.2.1. 2.2.2 All assets purchased for Seller’s suspended Heavy Crude Expansion Project (“HCEP”) that are not currently in use at the Tulsa Refinery and which are either (i) described on Schedule 2.2.2 or (ii) as of Sellers' rightsthe Effective Date are stored in an area on the Owned Real Property referred to as the “Ball Field” or outside of the Owned Real Property and for which there is an associated purchase order related to the HCEP, title or interests none of which assets are intended for use in connection with capital improvements contemplated by Section 6.7.1.2. Such assets are referred to as the (“HCEP Property”). 2.2.3 Except as included in the following (collectivelyAssets pursuant to Section 2.1.17, claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the "Excluded Assets"): Seller or any Affiliate of the Seller of any kind to the extent (a) Any Contract that is not an Assumed Contract. relating to the Excluded Assets or the Excluded Liabilities, or (b) All except to the extent relating to Assumed Liabilities, relating to the ownership of the Assets or operation of the Business prior to the Closing Date, or (c) against the Seller or any Affiliate of the Seller (but specifically excluding any claims, causes of action or similar rights by any Buyer or its Affiliates against the Seller or any of its Affiliates under this Agreement). 2.2.4 All: (i) shares privileged or proprietary materials, documents, software, data, information, and media owned by or licensed to the Seller or its Affiliates, any and all rights to use same, (ii) patent rights, inventions, shop rights, moral rights, know-how, show-how, trade secrets, and rights in designs, drawings, artwork, plans, prints, manuals, models, design registrations, technical and customer information and data, lists of capital stock materials, patterns, records, diagrams, formulae, processes, product design standards, tools, prototypes, product information literature, computer files, computer software (including object code and source code), scripts, source code comments, technical documentation, user documentation, specifications, schematics, and rights in other confidential and proprietary technology and information; (iii) registered and unregistered copyrights and all registrations for, and applications for registration of, any of the foregoing; and (iv) registrations for, and applications for registration of, any of such items, but only to the extent that any of the foregoing items (i)-(iv) are not used exclusively in connection with the ownership of the Assets or the operation of the Facilities or the Business, and any registered or unregistered trademarks, service marks, logos, brand names, trade names, domain names, other names or slogans embodying business or product goodwill, and all other trademark rights (including trade dress), and all goodwill associated therewith. 2.2.5 All computer and data processing hardware, software or firmware, and all rights relating thereto, not located at the Facilities, other than those used by the Seller exclusively in the operation of the Business or the Facilities as currently conducted by the Seller. 2.2.6 Subject to the provisions of Section 6.3, any and all employment and medical records of Retained Employees and any and all medical records of Current Employees (other than those employee medical and exposure records maintained for purposes of complying with OSH Act standards for which transfer to the Buyers is permitted by Laws and provided that the applicable employee has executed a release in form and substance satisfactory to the Seller), whether or not maintained at the Facilities; provided, however, if any medical records of Continuing Employees are needed in order to respond to any post-Closing inquiries from governmental agencies relating to employment or workplace safety issues, Seller agrees to reasonably, and to the extent permitted by Laws, cooperate with each Buyer to make such records available to each Buyer or to the agency for purposes of the investigation. 2.2.7 All cash on hand and cash equivalents, including bank accounts, money market funds and temporary cash investments. 2.2.8 All of the Seller’s and any of its Affiliates’ right, title and interest in and to all (a) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Assets or the Business prior to the Closing and the security arrangements, if any, related thereto, (b) all bonds, letters of credit or other security arrangements posted or otherwise issued by the Seller in favor of any other Person, other than any Prepayments (the “Seller Security Arrangements”), and (c) in each case including any rights with respect to any Third Party collection procedures or any other actions or proceedings in connection with the foregoing. 2.2.9 All of the Seller’s rights arising under any outstanding receivable or payable, which arose prior to Closing, between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand. 2.2.10 All Contracts of the Seller or securities convertible into, exchangeable any Affiliate of the Seller that (i) do not relate exclusively to the Assets or exercisable for shares the operation of capital stock of any the Business as currently conducted by the Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers (other than relate exclusively to the Joint Venture Interests) in any other Person Environmental Compliance Projects Contracts, and (iii) corporate sealsany Contract listed on Schedule 2.2.10 (together, minute booksthe “Excluded Contracts”) and all Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller. 2.2.11 Subject to Section 10.6, charter documents, stock transfer records, record books, original any and all accounting and Tax and financial records and such other files, books and or records relating to Tax returns and Tax work papers related to the Assets exclusive of property tax files. 2.2.12 All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Seller, its Affiliates or their respective employees. 2.2.13 All rights, titles, claims and interests of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, Affiliate of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to Seller (i) Sellers except as otherwise specifically provided by this Agreement, under any policy or agreement of insurance, or (ii) except as may be otherwise specifically provided by this Agreement, to any insurance proceeds relating to events that occurred prior to the date of Closing, with respect to the Assets or the Business for, or applicable to, relating to assets not included in the Assets. 2.2.14 All rights or claims by the Seller or any taxable Affiliate of the Seller to any Tax refund relating to the period (or portion thereof) ending on or prior to the Closing Date Date. 2.2.15 Any equity interest held by the Seller (or Affiliate thereof) in any Person. 2.2.16 Any planes, vehicles or communication, computer, clerical or accounting Equipment located outside of the "Pre-Closing Tax Period")boundaries of the Facilities on the date hereof, the Owned Real Property or Leased Real Property that have historically been located outside of the boundaries of such Assets (or hereafter acquired and located outside of the boundaries of such Assets, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of such Assets) and that is not used exclusively in connection with the ownership of the Assets or the operation of the Business as it is currently conducted by the Seller. 2.2.17 Any products produced at the Facilities that are in transit outside the Facilities as of and for which the Seller has issued an invoice prior to the Hydrocarbon Inventory Transfer Time. 2.2.18 All forecasts, financial information or financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Business as it is currently operated by the Seller) prepared or used by the Seller to the extent not relating exclusively to the Business and all copies of and subscriptions to Third Party reports. 2.2.19 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including bids received from other parties and analyses relating in any interest in way to the Assets, the Assumed Liabilities and to any refund of any Taxes not the Facilities, but excluding books, documents, records and files relating to the Business for any periodAssumed Environmental Liabilities. (g) 2.2.20 All amounts due to Sellers from any Affiliate rights of Sellers (other than amounts due to Sellers from any Joint Venture)Seller in the real property described on Schedule 2.1.19. (h) 2.2.21 All claims that Sellers may have against any third Person with respect rights of the Seller under or pursuant to any Excluded Assetthis Agreement and the other agreements and transactions contemplated hereby. (i) 2.2.22 All rights under insurance policies and all rights of the Seller in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Excluded Hydrocarbon Inventory. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof2.2.23 The AF Transport Property.

Excluded Assets. Notwithstanding anything to It is expressly understood and agreed that the contrary in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"):following: (a) Any Contract that is not an Assumed Contract.Cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities and insurance premium prepayments; (b) 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 The accounts receivable of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, Company as of the Bankruptcy Code. (d) Sellers' rights under this Agreement and Closing Date, all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates payment under any assigned Contracts arising out of Taxes relating to (i) Sellers or (ii) work performed by the Business for, or applicable to, any taxable period (or portion thereof) ending on or Company prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in arising prior to the nature of insurance, indemnification Closing Date under warranties and contribution set forth on SCHEDULE 1.1(q).guarantees insofar as such rights affect the exposure to Company for any Retained Liabilities; (jc) Claims for refunds of taxes and other governmental charges to the extent such refunds relate to periods prior to the Closing Date; (d) All property rights, claims or causes of action of the Company arising or relative to periods prior to the Closing; (e) The assets of any employee benefit plan maintained by the Company or any of its Affiliates; and (f) The original corporate minute books, stock books, financial records, tax returns and assets listed corporate policies and procedures manuals of the Company. To implement the provisions of Section 1.2(b), the Company shall prepare invoices for all day rate drilling contracts for periods up to the Closing Date and the Buyer shall prepare invoices for periods after the Closing. With respect to footage basis drilling contracts ongoing on SCHEDULE 1.2(jthe Closing Date, the Buyer shall conduct the accounting for such contracts in cooperation with the Company through the completion of the relevant well, and shall invoice the customer on behalf of both parties. The Buyer shall determine the profits for the well (revenue for the well, net of expenses other than any g & a allocations) and any proceeds from remit to the disposition thereofCompany its pro rata portion based upon footage completed before and after the Closing Date.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementcontained herein, the Acquired Station Assets shall not include the following assets or any of Sellers' rights, title or interests in and interest therein (the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all 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 all tangible and intangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (ic) shares all Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Seller’s corporate and trade names unrelated to the operation of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, the Stations (ii) shares of capital stock or equity or other ownership interest of Sellers (other than including the Joint Venture Interests) in any other Person and (iii) corporate seals, minute booksname “Emmis”), 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 ownership of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of SellersSeller, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, duplicate copies of the Bankruptcy Code. (d) Sellers' rights under this Agreement records of the Stations, and all Consideration payable or deliverable to Sellers pursuant records not relating to the terms and provisions operation of this Agreement.the Stations; (e) All prepaid expenses all contracts of insurance, all coverages and deposits set forth on SCHEDULE 1.2(e).proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) All all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller and any affiliates of Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or claims not offset) for refunds, overpayments goods or rebates services sold or provided prior to the Effective Time (defined below) or otherwise arising during or attributable to any period prior to the Effective Time (the “A/R”); (h) any computer software and programs used in the operation of Taxes relating to the Stations that are not transferable; (i) Sellers 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 period prior to the Effective Time; (iij) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the Business for, or applicable to, 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 extent attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Effective Time; (gl) All amounts due to Sellers from any Affiliate computers and other assets located at the Emmis Communications Corporation headquarters, and the centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of Sellers (other than amounts due to Sellers from any Joint Venture).multiple stations; and (hm) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) Schedule 1.2, and any proceeds from the disposition thereofslogan “Great Media, Great People, Great Service.”

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets The following assets of Seller shall not include any of Sellers' rights, title or interests in be acquired by Buyer and shall be deemed excluded assets (the following (collectively, the "“Excluded Assets"”): (a) Any Seller’s minute books, organizational documents, and such other books and records of Seller pertaining to the ownership, organization or existence of Seller and duplicate copies of such records as are necessary to enable Seller to file Tax Returns and reports, and any other books and records of Seller not related to the Business; (b) any claim, right or interest of Seller in or to any prepayment, refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom; (c) all Contracts other than Assumed Contracts, and any assets of Seller subject to any Contract of Seller that is not an Assumed Contract. (b) 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 or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.; (d) Sellers' rights under this Agreement non-assignable licenses, permits and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.authorizations; (e) All prepaid expenses all insurance policies relating to the Business and deposits set forth on SCHEDULE 1.2(e).those claims of Seller under the insurance policies included within the Excluded Assets; (f) All rights to or all Benefit Plans (and all rights, claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"and defenses thereunder), including any interest and all assets or funds held in and to any refund of any Taxes not relating to the Business trust for any period.or under such Benefit Plans; (g) All amounts due all claims, causes of action and choses in action of Seller against third parties relating to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the Excluded Assets and the Excluded Liabilities; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.the assets, properties and rights specifically set forth on Schedule ‎2.2(h); (i) All the rights which accrue or will accrue to Seller under insurance policies and all rights in this Agreement or the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Related Documents. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any following assets of Sellers' rights, title or interests in the following MII Life (collectively, the "“Excluded Assets"):”) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of MII Life after the Closing: (a) Any Contract that is not an Assumed Contract.all cash and cash equivalents of MII Life and all other deposit accounts, other than the Account Deposits identified on Schedule 1.6; (b) All (i) shares all accounts or notes receivable of, acquired by or assigned to or for the benefit 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 MII Life 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 not related to the organizationAcquired Assets, existence Assumed Liabilities or capitalization of any Seller or of any other Person (other than the Joint Ventures).its Spending Account Business; (c) All preference all interests in real property and fixtures whether owned or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.leased; (d) Sellers' rights under this Agreement all interests in tangible personal property, including any office furniture and all Consideration payable furnishings, copying, computer and phone equipment, supplies and other personal property, whether owned or deliverable to Sellers pursuant to the terms and provisions of this Agreement.leased; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).all claims for refund(s) of Taxes with respect to periods ending prior to the Closing Date; (f) All rights all Seller Benefit Arrangements and all assets, trust agreements or any other funding and administrative Contracts related to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.such Seller Benefit Arrangements; (g) All amounts due all insurance policies and rights to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).recovery thereunder; (h) All claims that Sellers may have against all communications between MII Life and any third Person of its respective advisors, including the right to assert attorney client privilege with respect to any Excluded Asset.such communications made with their outside counsel; (i) All all rights of MII Life under insurance policies the Ancillary Documents and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).which accrue or will accrue to MII Life under this Agreement; (j) All property and all Permits; and (k) all other assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofof MII Life that are not used primarily in its Spending Account Business.

Excluded Assets. Notwithstanding anything the provisions of Section 2.1 to the contrary in this Agreementcontrary, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following specifically excluded assets (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares of capital stock of any Seller or securities convertible intothe corporate charter, exchangeable or exercisable for shares of capital stock of any Sellerqualifications to conduct business as a foreign corporation, (ii) shares of capital stock or equity or arrangements with registered agents relating to foreign qualifications, taxpayer and other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and (iii) corporate identification numbers, seals, minute books, charter documents, stock transfer records, record books, original Tax blank stock certificates, and financial records and such other files, books and records documents relating to any of the Excluded Assets or to the organization, maintenance, and existence or capitalization of any Seller or as a corporation, and all tax credits and other tax attributes of any other Person Seller; (other than the Joint Ventures).b) Cash; (c) All preference all claims, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment or avoidance other rights and claims of a similar nature including tax refunds and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of insurance refunds related solely to the Bankruptcy Code.Excluded Assets; (d) Sellers' any shares of capital stock in Seller or any rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.pertaining thereto; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).the corporate name of Seller; (f) All the Hyatt Claims; (g) Seller Claims necessary to offset claims against Seller, as set forth on Schedule 2.1(i); (h) any of the rights to of Seller under this Agreement (or claims for refunds, overpayments under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or rebates after the date of Taxes relating to this Agreement); (i) Sellers 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 premiums associated therewith; and (l) any assets of Seller (whether or (iinot included in the definition of "Acquired Assets") the Business forwhich may be designated by Buyer in writing as "Excluded Assets" in Buyer's sole discretion, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (Date, including, but not limited to, the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution items specifically set forth on SCHEDULE 1.1(qSchedule 2.2(l). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary All of Seller’s assets not included in this Agreement, the Acquired Assets shall not include any of Sellers' rightsbe sold or transferred to Buyer, title or interests in the following but shall be retained by Seller (collectively, the "“Excluded Assets"):”). Without limiting the generality of the foregoing sentence, the Excluded Assets shall include, without limitation, the following assets of Seller: (a) Any Contract that is not an Assumed Contract.All cash, cash equivalents and bank accounts of Seller; (b) All (i) shares accounts receivable, notes receivable and all other receivables 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 the DF Manufacturing Business on or before the Closing Date and all accounts receivable, notes receivable and all other receivables of the Excluded Assets or Seller not related to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).DF Manufacturing Business; (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of Seller’s inventory other than the Bankruptcy Code.Included Inventory; (d) Sellers' rights under this Agreement and all Consideration payable Any asset owned by Seller which is not used by Seller exclusively in the conduct of the DF Manufacturing Business or deliverable to Sellers pursuant to which is not located at the terms and provisions of this Agreement.SP Facility on the Closing Date; (e) All prepaid expenses Any retained samples and deposits set forth stability testing samples located at the SP Facility on SCHEDULE 1.2(e).the Closing Date; (f) All rights 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, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or all periods prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Date; (g) All amounts due surety bonds and all payments or prepayments made with respect to Sellers from any Affiliate (or certificates of Sellers (deposit, letters of credit and other than amounts due assets posted by Seller to Sellers from any Joint Venture).secure) surety bonds, financial security obligations or otherwise, including without limitation pursuant to the Permits; (h) All claims that Sellers and causes of action of Seller arising prior to the Closing Date against third parties and all payments or other sums or amounts payable or which may have against any third Person become payable with respect to any Excluded Asset.thereto; (i) All rights under of Seller’s insurance policies including, without limitation, policies for health, general liability and property insurance, and any and all rights in the nature of insurancepremium refunds and claims with respect to such refunds and all payments, indemnification proceeds and contribution set forth on SCHEDULE 1.1(q).other amounts due or payable, or hereafter becoming due and payable, thereunder; (j) All property records relating to the organization, maintenance, existence and assets 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 items listed on SCHEDULE 1.2(jSchedule 2.1.(e). For the sake of clarity, the Parties acknowledge that Buyer shall be authorized to use certain of Seller’s computer systems, intellectual property, records, and know-how in accordance with the terms and conditions of the Transition Services Agreement; (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 any proceeds from other similar assets not attributable to the disposition thereofoperation 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 anything to the contrary in this Agreementforegoing, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following assets of Sellers (collectively, the "Excluded Assets"):) which shall be retained by Sellers: (ai) Any all cash or cash equivalents, government securities, or investment securities of Sellers (including any related accounts with banks, brokerages, or other similar Persons); (ii) all accounts receivable, notes receivable, and other receivables of Sellers exclusively related to the Retained Business; (iii) all raw materials, work-in-process, finished goods, other inventory, and related parts and supplies of Sellers exclusively related to the Retained Business; (iv) each Contract of Sellers (and rights thereunder) that is not an Assumed Contract; (v) all Intellectual Property that is owned by Sellers and exclusively used, exclusively held for use, or otherwise exclusively related to the Retained Business (but, for greater certainty, in the case of Software, only such Software as is listed on Schedule 2.2(xix)); (vi) the "Sonic Foundry" corporate and trade name (including, but not limited to the name, label, logo and mark of "Sonic Foundry" and any variation or derivation thereof), and all Uniform Resource Locators (or URLs), websites (including all content of such websites), social media accounts and internet domain names consisting of or containing any of such names (collectively, the “Sonic Foundry Name”); provided however that the Buyer is hereby granted a royalty free license to use the Sonic Foundry Name as it is currently used in the Mediasite Business for a period of five years. (bvii) All all Permits of Sellers other than the Transferred Permits; (iviii) shares all Plans (including any Contracts related thereto) and all assets held with respect to the Plans; (ix) all insurance policies of capital stock of any Seller or securities convertible intoSellers and all rights to applicable claims, exchangeable or exercisable for shares of capital stock of any Sellerproceeds, and refunds thereunder; (iix) shares of capital stock or equity or other ownership interest than the Books and Records expressly included in the Purchased Assets, all books and records and other protected business information of Sellers (but, for greater certainty, not of the Transferred Companies) including Sellers' Organizational Documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other than the Joint Venture Interests) in any other Person and (iii) corporate identification numbers, seals, minute books, charter documents, stock transfer records, record books, original blank stock certificates, Tax Returns and financial records and such other files, books and records relating to Sellers' Tax Returns or otherwise relating to Tax matters of a Seller, for all periods and other documents relating to the organization, maintenance, and existence of a Seller as a corporation or other form of legal entity; (xi) all Tax assets (including duty and Tax refunds and prepayments) of Sellers; (xii) all of Sellers' rights under warranties, indemnities and all similar rights against third parties, and all refunds (excluding Tax refunds), claims, causes of action (including claims for infringement), rights of recovery, rights of set off and rights of recoupment, in each case, arising out of any of the Excluded Assets or to Assets; (xiii) all rights of Sellers under this Agreement, the organization, existence or capitalization of any Seller or of Related Documents and any other Person (other than the Joint Ventures). (c) All preference documents, instruments or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under certificates executed in connection with this Agreement and all Consideration payable the transactions contemplated hereby; (xiv) any attorney-client privilege or deliverable to Sellers pursuant other legal privilege to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes extent relating to (i) Sellers Sellers, the Purchased Assets, the Assumed Liabilities or (ii) the operation of the Mediasite Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date Closing; (xv) all personal laptops or other personal electronic devices exclusively used by any individual who is an employee of a Seller other than Transferred Employees; (xvi) copies of each Customer List (which may be retained by Sellers for use in accordance with Section 8.3(a), but in all other respects all Customer Lists shall be included in the Purchased Assets); (xvii) the Leased Real Property; (xviii) the Tangible Personal Property listed on Schedule 2.2(xviii) (collectively, the "Pre-Closing Tax PeriodExcluded Tangible Personal Property"); and (xix) all assets of Sellers exclusively relating to any part of the Retained Business, including any interest in and to any refund of any Taxes not relating to the Business for any period. (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Ventureonly such Software as is listed on Schedule 2.2(xix). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementprovisions of Section 2.1, the Acquired Assets shall not include any of Sellers' rightsthe following, title or interests in the following which shall be retained by Seller (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.programming and agreements other than those listed on Schedule -------- 2.1 (b) All insurance policies and rights and claims thereunder; (c) bonds, letters of credit, surety instruments, and other similar items; (d) cash and cash equivalents; (e) equipment owned by customers of the Business, such as converters purchased by customers, pagers and house wiring; (f) any agreement, right, asset or property owned or leased by Seller that is not used or held for use in connection with its operation of the Systems; (g) all claims, rights, and interest in and to refunds of Taxes or fees of any nature, or other claims against third parties, relating to the operation of the Systems prior to the Closing Date; (h) the account books of original entry, general ledgers and financial records used in connection with the Systems, provided, however, that Seller shall (i) shares from time to time upon reasonable notice from Buyer, provide to Buyer access to any of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any such books and records as then may be in Seller's possession, (ii) shares retain possession of capital stock or equity or other ownership interest of Sellers such books and records for a reasonable period, not to exceed three (other than 3) years from the Joint Venture InterestsClosing Date (except for Tax-related books and records which shall be retained by Seller for at least seven (7) in any other Person years from the Closing Date), and (iii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and notify Buyer in writing at least thirty (30) days prior to disposing of or destroying any of such other files, books and records relating and permit Buyer to any arrange, at Buyer's cost, for the delivery to Buyer of the Excluded Assets books and records proposed to be disposed or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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.destroyed; (i) All rights under insurance policies subject to the provisions of Section 3.4, Seller's trademarks, trade names, service marks, service names, logos, and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).similar proprietary rights; and (j) All property and assets listed any other items described on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.Schedule 2.2. ------------

Excluded Assets. Notwithstanding anything herein to the contrary contrary, Seller shall retain all of its existing right, title and interest in this Agreementand to the following assets, and there shall be excluded from the Acquired Transfer to Buyer hereunder, and the Transferred Assets shall not include any of Sellers' rightsinclude, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is 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 an Assumed Contract.include (i) Accounts Receivable, (ii) any items specifically identified in Section 2.1(j), or (iii) any items specifically included in the final Net Working Capital for purposes of Section 2.6 hereof; (b) 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 all rights to any refund of the Excluded Assets Taxes, deposits for Taxes with any Governmental Entity, or prepaid Taxes, in each case, to the organizationextent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Business or the Transferred Assets, existence or capitalization of any Seller or of any (y) the other Person (other than the Joint Ventures).Excluded Assets; (c) All preference or avoidance claims all rights in connection with and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, assets of the Bankruptcy Code.Benefit Plans; (d) Sellers' rights under this Agreement all insurance policies and binders of Seller, and all Consideration payable rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or deliverable with respect to Sellers pursuant to the terms and provisions of this Agreement.such insurance policies; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).the Retained Names; (f) All rights all Intellectual Property Rights of Seller and its Affiliates, other than the Transferred Intellectual Property; (g) all Excluded Books and Records, wherever located; (h) all corporate-wide systems, properties and assets, including management Information Systems and software, computer and communications systems and software and related third-party software, internet protocol address spaces, voicemail, and messaging systems and related Intellectual Property Rights and technology and assets, including the assets that will be utilized by Seller in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or claims for refunds, overpayments or rebates of Taxes relating exclusively related to the Business and not included in the Transferred Intellectual Property; (i) Sellers all IT Assets of Seller, other than the Transferred IT Assets; (j) all rights, claims and causes of actions relating to any Excluded Asset or Excluded Liability; (iik) the Business for, or applicable all consideration received by Seller pursuant to, and all rights of Seller under, this Agreement or any taxable period 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 portion thereof) ending on or prior the sales process relating to the Closing Date (potential sale of the "Pre-Closing Tax Period"Business), including any interest in attendant attorney-client privilege, attorney work product protection, and to any refund expectation of any Taxes not relating to the Business for any period.client confidentiality applicable thereto; (gm) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).asset which is not included as a Transferred Asset; and (hn) All claims that Sellers may have against any third Person with respect to any Excluded Assetall assets described on Section 2.2(n) of the Seller Disclosure Letter. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and none of the Acquired Assets shall not include Sellers nor any of Sellers' rightstheir Affiliates is selling, title assigning, transferring or interests in conveying, pursuant to this Agreement any of the following Assets of the Sellers or any of their Affiliates (collectively, the "“Excluded Assets"”): (a) Any Contract that is any Assets not an Assumed Contract.used in, held for use in, related to or reasonably necessary for the operation of the Business; (b) All all cash and cash equivalents and marketable securities of the Business, but excluding Buyer Cash; (ic) shares of capital stock all equity interests of any Seller or securities convertible intoany of its Affiliates; (d) the minute books, exchangeable stock records, stock certificates, Organizational Documents, corporate seals, corporate registers and similar documents of the Sellers or exercisable for shares any of capital stock 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 1.2(d); (e) all rights of the Sellers under Permits to the extent not transferable pursuant to applicable Laws or by the terms of any Sellersuch Permit; (f) all rights of the Sellers under this Agreement and the Ancillary Agreements; (g) all known or unknown, liquidated or unliquidated, contingent or fixed, rights, claims (including counter-claims) or causes of action, choses in action, rights of recovery and rights of set-off of any kind, and indemnities against any Person that any Seller may have against any Person, in each case to the extent related to (i) an Acquired Asset, to the extent exclusively arising in, relating to or in respect of any period prior to the Closing; provided that any such rights, claims (excluding counter-claims), causes of action, choses in action, rights of recovery, rights of set-off and indemnities may not be asserted against a Person with whom Expedia has a then-current business relationship without the prior written consent of Buyer (in the case of an indemnity claim only, such written consent not to be unreasonably withheld), (ii) shares an Acquired Asset, arising in, relating to or in respect of capital stock periods both prior to and after the Closing (a “Straddle Claim”), but only to the extent that such rights, claims (excluding counter-claims) or equity causes of action, choses in action, rights of recovery and rights of set-off of any kind, and indemnities relate to the period prior to the Closing and if asserted by Sellers, subject to Section 5.15, (iii) any Liability arising under 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 other ownership interest (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 Assets of (or related to) any Seller Plan and any related Contract between any Person and a Seller or any of its Affiliates; (i) all rights and obligations of the Sellers to the extent arising under any Contracts (i) set forth on Schedule 1.2(i)(A), (ii) that are subject to Section 5.6(a) that are not assigned to Buyer after the Sellers have complied with Section 5.6(a), subject to Section 5.6(b) or (iii) which do not otherwise constitute Assumed Contracts; other than the Joint Venture Interests) in any rights to enforce, for the benefit of Buyer and the Business, the noncompete, nonsolicitation, confidentiality and 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 restrictive covenants to the extent relating to any of the Excluded Assets Acquired Assets, the Assumed Liabilities or the Business to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits extent set forth on SCHEDULE 1.2(eSchedule 1.2(i)(B) (which rights shall constitute Acquired Assets hereunder).; (fj) All rights to or claims for all deposits, refunds, overpayments or rebates credits, charges, sums and fees of Taxes the Sellers related to the operation of the Business (including with respect to Taxes), other than as provided in Section 1.1(e), Section 1.1(f) and Section 1.1(j); (k) all financial and Tax records relating to (i) Sellers or the Business that form part of the general ledger of Parent and (ii) the Business for, or applicable to, any taxable Tax period (or portion thereof) ending on or prior to the Closing Date (the "TSM Pre-Closing Tax Period"); provided, including any interest in and however, that the Sellers shall deliver to any refund Buyer pursuant to the Transition Services Agreement copies of any Taxes not relating such records that are used in, held for use in, related to or reasonably necessary for the Business for any period.operation of the Business; (gl) All amounts due to Sellers from any Affiliate all refunds, claims for refunds or prepayments of Sellers (other than amounts due to Sellers from any Joint Venture). (h) All claims that Sellers may have against any third Person and prepaid expenses or credits with respect to Taxes with respect to the Acquired Assets or the Business attributable to any Excluded Asset.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 rights under insurance policies 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 rights documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller to the nature extent relating to the structuring, preparation and negotiation of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).the transactions contemplated by this Agreement; (jp) All property and assets listed on SCHEDULE 1.2(jall IT Assets; and (q) and any proceeds from the disposition thereofall Accounts Receivable.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall Purchaser acknowledges and agrees that it is not include acquiring any of Sellers' rightsright, title or interests in interest in, to or under any of the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) 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 or of any other Person (other than the Joint Ventures).Accounts Receivable; (c) All preference any Contracts of Seller or avoidance claims the Divesting Entities (including all Contracts and actions arrangements with third party suppliers for the supply of Sellersmaterials, includingcomponents, without limitation, any such claims processing supplies and actions arising under Sections 544 through 553, inclusive, packaging obtained for use in the manufacture of the Bankruptcy Code.Products), or rights therein or thereunder, other than the Transferred Contracts; (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to any Governmental Authorizations, other than the terms and provisions of this Agreement.Transferred Governmental Authorizations; (e) All prepaid expenses any deposits or advance payments with respect to Taxes; any claims, rights and deposits set forth on SCHEDULE 1.2(e). (f) All rights interest in and to any refund or claims for refunds, overpayments or rebates credit of Taxes (x) relating to (i) Sellers the Purchased Assets or (ii) operation of the Business forin each case, or applicable to, any relating to taxable period periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business Divesting Entities for any period.; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) All amounts due 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 Sellers from assert claims with respect to any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).such insurance recoveries; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.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) All subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights under insurance policies and all rights used to manufacture the API, in each case, other than the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Transferred IP Rights; (j) All property any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and assets listed 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 and J▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) 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 SCHEDULE 1.2(jSection 2.02(p) and any proceeds from of the disposition thereofDisclosure Schedules.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementgenerality of Section 2.1, the Acquired following assets are excluded from the Purchased Assets shall not include any of Sellers' rights, title or interests in (the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all cash and cash equivalents and short term investments as of the Closing Date (other than Inventory, Work in Progress and accounts receivable and other receivables of Sellers); (b) All (i) shares inventory and supplies disposed of capital stock or exhausted, and Purchased Assets transferred or disposed of, in the ordinary course 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 business prior to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Closing Date; (c) All preference or any avoidance claims and actions that are the property of Sellers, including, without limitation, any such claims and actions arising Sellers under Sections 544 through 553, inclusive, Chapter 5 of the Bankruptcy Code.Code and all claims relating to Excluded Liabilities; (d) Sellers' the Purchase Price and all rights of Sellers under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.Transaction Agreements; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).the Excluded Contracts; (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Excluded Subsidiary Stock; (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the Circle Arbitration; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.all minute books, stock records and corporate seals of Sellers; (i) All rights under insurance policies the originals of all personnel records and all rights other records of Sellers that Sellers are required by law to retain in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).their possession; (j) All property the Adelphia Marks; (k) all of Sellers’ insurance policies and rights thereunder, except to the extent Purchaser exercises its rights under Section 14.18(b); (l) all records that relate to any business of Sellers or Adelphia or any of its Affiliates other than the Business, except to the extent such records also relate to the Purchased Assets and the Business in which event copies thereof shall be made available to Purchaser in accordance with Section 2.1(m) hereof to the extent such records are reasonably determined by Purchaser to be necessary to operate the Business; (m) Excluded Equipment; (n) the Leased Vehicles; (o) the Excluded Software; and (p) all claims, causes of action, rights, set off rights, defenses owned by Sellers related to or arising in connection with the assets listed on SCHEDULE 1.2(jdescribed in clauses (a)-(o) and any proceeds from the disposition thereofabove.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Assets shall not include any of Sellers' the following assets =============== along with all rights, title or interests in the following (collectively, and interest therein which shall be referred to as the "Excluded Assets"):; (a) Any Contract that is not an Assumed Contract. (b) 1.2.1 All (i) shares cash, cash equivalents or similar type investments of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares such as certificates of capital stock deposit, Treasury bills and other marketable securities on hand and/or banks; 1.2.2 All tangible and intangible personal property disposed of or equity consumed in the ordinary course of business between the date of this Agreement and the Closing Date, or other ownership interest as permitted under the terms hereof; 1.2.3 The Accounts Receivable of Sellers (other than the Joint Venture Interests) Station as of 11:59 p.m., local time, on the day prior to the Closing date; 1.2.4 All agreements that have terminated or expired prior to the Closing date in any other Person the ordinary course of business and (iii) corporate seals, as permitted hereunder; 1.2.5 Seller's minute books, charter documents, stock transfer records, record books, original Tax and financial records books and such other files, books and records relating to any of the Excluded Assets or as pertaining to the organization, existence or share capitalization of any Seller or and duplicate copies of such records as are necessary to enable seller to file its tax returns and reports as well as any other Person (other than the Joint Ventures). (c) All preference records or avoidance claims materials relating to seller generally and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, not involving specific aspects of the Bankruptcy Code.Station's operation; (d) Sellers' rights under this Agreement 1.2.6 Contracts of insurance, including the cash surrender value thereof, and all Consideration payable insurance proceeds or deliverable claims made by seller relating to Sellers pursuant property or equipment repaired, replaced or restored by Seller prior to the terms Closing Date; 1.2.7 Any and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights all other claims made by Seller with respect to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or transactions prior to the Closing Date (and the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating proceeds thereof to the Business extent the Station has been made whole 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 loss or damage they or their assets may have against any third Person with respect suffered or incurred as a result of the item, event or occurrence giving rise to any Excluded Asset.such claim; and 1.2.8 All pension, profit sharing or cash or deferred (iSection 401(k)) All rights under insurance policies plans and all rights in trusts and the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) thereof and any proceeds from other employee benefit plan or arrangement and the disposition assets thereof, if any, maintained by Seller.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementprovisions of Section 1.1, the Acquired Assets shall not include any of Sellers' rights, title or interests in Parties acknowledge and agree that the following assets, properties, contracts and rights of the Sellers are not included among the Purchased Assets and are excluded from the Transfer (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all cash, cash equivalents, bank deposits and similar cash items of the Business held by the Sellers on the Closing Date; (b) 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) all 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 securities of the Excluded Assets or to Sellers and each of their Affiliates, including the organization, existence or capitalization equity interests of any Seller or Subsidiary of any other Person (other than the Joint Ventures).Sellers; (c) All preference all Tax assets (including Tax losses, Tax credits, Tax loss or avoidance credit carryforwards and other Tax attributes), all deposits or advance payments with respect to Taxes, and any claims, rights and interest in and to any refunds (including interest thereon or claims and actions therefore) of SellersTaxes, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusivein each case, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable Sellers or deliverable to Sellers pursuant their Affiliates or relating to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to Business or claims the Purchased Assets for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period periods (or portion thereof) ending on or prior to the Closing Date and all Tax Returns of the Sellers; (d) all assets not related to the "Pre-Closing Tax Period")Business, including the hockey, cycling and football businesses of the Sellers and their Affiliates and any interest discontinued businesses or operations (other than the lacrosse business) of the Sellers and their Affiliates (collectively, the “Excluded Businesses”) and the assets primarily used in the Excluded Businesses, to the extent such assets do not constitute Purchased Assets; (e) any and to any refund all Intellectual Property (including the goodwill associated therewith) and Know How primarily Used in the conduct of any Taxes the Excluded Businesses, wherever located, including without limitation the Retained IP and Retained Know How set forth on Schedule 1.2(e); (f) all Records of the Sellers and their Affiliates not relating primarily related to the Business for any period.or the Purchased Assets; (g) All amounts due all rights with respect to insurance policies of the Sellers from any Affiliate either (i) unrelated to the Business or (ii) related to currently outstanding claims of Sellers (other than amounts due to Sellers from any Joint Venture).the Business; (h) All claims that Sellers may have against any third Person all rights with respect to any Excluded Asset.Benefit Plans; (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).with respect to leases that are not Conveyed Leases; (j) All property all assets relating to Intracompany Payables and assets listed contracts between the Sellers and their Affiliates; (k) all rights with respect to the contracts, agreements and arrangements set forth on SCHEDULE 1.2(j) and any proceeds from the disposition thereofSchedule 1.2(k).

Excluded Assets. Notwithstanding anything The Purchaser shall acquire only the Purchased Assets from the Sellers. In furtherance and not in limitation of the foregoing, the following properties, assets and rights of the Business and the Sellers (the “Excluded Assets”) shall not be transferred to the contrary in this AgreementPurchaser and, accordingly, are not a part of the Acquired Assets shall Purchased Assets: (a) cash and cash equivalents; (b) accounts receivable and unbilled amounts not include any of Sellers' rights, title being acquired by Purchaser hereunder on the First Closing Date or interests in the following Second Closing Date (collectively, the "“Excluded Accounts Receivable/Unbilled Amounts”), certain of which are more particularly described under the relevant caption on “List of Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) 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 or of any other Person (other than the Joint Ventures).” at Exhibit C hereto; (c) All preference retainage and reserve amounts not being acquired by Purchaser hereunder on the First Closing Date or avoidance claims and actions the Second Closing Date, certain of Sellers, including, without limitation, any such claims and actions arising which are more particularly described under Sections 544 through 553, inclusive, the relevant caption on “List of the Bankruptcy Code.Excluded Assets” at Exhibit C hereto; (d) Sellers' rights 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 this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions relevant caption on “List of this Agreement.Excluded Assets” at Exhibit C hereto; (e) All prepaid expenses corporate minute books, stockholder records, tax records, personnel records and deposits set forth on SCHEDULE 1.2(e).other books and records of the Business, other than the Business Records; (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) all intellectual property other than the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Purchased Intellectual Property; (g) All amounts except as provided in Sections 2.1(m) and 2.2(l), all rights (i) under the Sellers’ insurance policies and any rights to refunds due with respect to Sellers from such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).Excluded Assets; (h) All claims that Sellers may have against any third Person with respect to any all invoices and other documentation and records evidencing the Excluded Asset.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 Purchased Contracts; and (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Sellers under this Agreement. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything herein to the contrary contrary, from and after the Closing, Sellers shall retain all of their existing right, title and interest in this Agreementand to any and all assets that are not Purchased Assets, and there shall be excluded from the Acquired sale, conveyance, assignment or transfer to Purchaser hereunder, and the Purchased Assets shall not include any of Sellers' rightsinclude, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.any asset or class of assets excluded from the defined terms set forth in Sections 2.l(a) through (m) by virtue of the limitations expressed or implied therein; (b) All (i) shares of capital stock of all cash and cash equivalents, including Sellers’ bank accounts, but excluding cash flows under, and any Seller accounts created pursuant to, any Servicing Agreements 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 net profits generated by operation of the Excluded Assets Business on or to after the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Closing Date; (c) All preference all Tax Returns of Sellers or any of their Affiliates and all Books and Records (including working papers) related thereto, other than any such Tax documents related to the Purchased Assets, and any Books and Records which Sellers are required by Law to retain; (d) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any 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) the Plans and all rights or Liabilities in connection with and assets of the Plans; (f) any rights, demands, claims, actions and causes of action constituting avoidance claims and actions of Sellers’ estate under Chapter 5 of the Bankruptcy Code, includingincluding any and all proceeds of the foregoing; (g) all of Sellers’ rights and causes of action arising under Section 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (h) all of the rights and claims of the Filing Subsidiaries available to Filing Subsidiaries under the Bankruptcy Code, without limitationof whatever kind or nature, as set forth in Sections 544 through 551, inclusive, and any such other applicable provisions of the Bankruptcy Code, and any related claims and actions arising under Sections 544 through 553such sections by operation of Law or otherwise, inclusive, including any and all proceeds of the Bankruptcy Code.foregoing; (di) Sellers' any of the rights of Sellers under this Agreement (or any agreements between either Seller, on the one hand, and all Consideration payable Purchaser or deliverable to Sellers pursuant to any of its Affiliates, on the terms and provisions other hand, entered into on or after the date of this Agreement.); (ej) All prepaid expenses all insurance policies and deposits set forth on SCHEDULE 1.2(einsurance proceeds that Sellers or any of their Affiliates have a right to receive as of the Closing and that relate to events, circumstances or occurrences prior to the Closing (it being understood that none of Sellers or their Affiliates have a right to receive insurance proceeds belonging to the trusts related to the RMBS Transactions).; (fk) All rights to or claims for refunds, overpayments or rebates of Taxes relating to Tax refunds (i) Sellers or (ii) Related to the Business for, or applicable to, to the extent related to any taxable period (or portion thereof) ending on or prior to the Closing Date and (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes ii) not relating Related to the Business for related to any period.taxable period (or portion thereof); (gl) All amounts due to Sellers from the Purchase Price and any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture). (h) All claims that rights Sellers may have against any third Person with respect to the Indemnification Holdback Amount pursuant to this Agreement and the Escrow Agreement; (m) all rights, claims and causes of action relating to any Excluded Asset.Asset or any Retained Liability; and (in) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Excluded Contracts. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything the foregoing, except to the contrary extent of rights expressly provided in this the Transition Services Agreement, the Acquired Engineering Services Agreement, the SOW Supply Agreement and the Intellectual Property License Agreement, Seller will retain all right, title and interest in and to, and the Purchased Assets shall will not include consist of, all of Seller’s right, title and interest in and to the following assets, rights or properties (the “Excluded Assets”): (i) 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 time of the Closing; (ii) all bank and other depository accounts and safe deposit boxes of Seller; (iii) all refunds of and credits for Taxes, Income Taxes and other Tax assets and Tax loss carry forwards relating to any period or portion thereof ending on or prior to the Closing Date; (iv) any 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 Sellers' rightsSeller’s corporate charters, title franchises, seals, minute books, equity record books and other similar documents relating to the organization, governance and existence of Seller or interests in the following 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 Assets"):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) Any Contract that is not an Assumed Contract. 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 all other Intellectual Property of Seller (iincluding Background Proprietary Information of Seller and Background Invention(s) shares of capital stock 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 Seller or securities convertible intosecurities, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers 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 conduct 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 Joint Venture Interests) in North Charleston Real Property and 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 or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits interest set forth on SCHEDULE 1.2(eSchedule 2.2(b)(xvii).); (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (iixviii) the Business forTransaction Documents, the Non-Disclosure Agreement, the Special Initiatives Agreement, and all rights or applicable to, any taxable period (Claims of Seller arising under or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.foregoing documents and agreements; and (gxix) All amounts due to Sellers from any Affiliate of Sellers (the tangible property and other than amounts due to Sellers from any Joint Ventureassets set forth in Schedule 2.2(b)(xix). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything contained in Section 1.1 hereof to the contrary contrary, Seller is not selling, assigning, transferring or conveying to Buyer any asset or item not described in Section 1. 1. Without limiting the foregoing, the following assets, rights and properties are excluded from the transactions contemplated in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following Agreement (collectively, the "Excluded Assets"): (a) Any Contract that is the ownership interest in equipment and other personal property, wherever located, leased, licensed or rented by the Company and owned by third parties who are not an Assumed Contract.affiliated with Seller; (b) All refunds for Taxes (ias hereinafter defined in Section 3.1(f)(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 or of any other Person (other than the Joint Ventures).paid; (c) All preference or avoidance claims prepaid expenses and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.deposits relating to those liabilities that are not Assumed Liabilities (as hereinafter defined); (d) Sellers' inter-company accounts receivable from Affiliates of Seller, and Seller's pension, profit-sharing or other funded employee benefit plan assets; (e) the capital stock of Seller owned or held by Parent; (f) banking or financial institution accounts or any deposit or concentration accounts or safety deposit boxes (it being understood that the foregoing does not apply to any funds or other assets held in any such accounts, all of which are included in the Assets); (g) Seller's rights under any Excluded Contracts except under the Agreement between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Parent, dated as of February 27, 1996 (which rights are expressly included as Assets) or except as expressly provided in Section 5.5(f); (h) Medicare Provider Numbers for Pennsylvania, Ohio, Florida, Maryland, Rhode Island and Washington, D.C.; (i) the name and service ▇▇▇▇ "MEDIQ" and any derivations thereof (the "Name"); (j) Seller's rights under this Agreement and or any other Transaction Documents (as hereinafter defined); and (k) all Consideration payable or deliverable Accounts Receivable of Seller from governmental payors that by law may not be assigned to Sellers pursuant to the terms and provisions Buyer ("Non-Assignable Receivables") (it being understood however, that for purposes of Section 2.3 of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(eAgreement the Non-Assignable Receivables shall be deemed to be Accounts Receivable). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Sellers shall retain only the Acquired Assets shall properties and assets of Sellers set forth below (all such properties and assets not include any of Sellers' rights, title or interests in the following (collectively, being acquired by Buyer being herein referred to as the "Excluded AssetsEXCLUDED ASSETS"): (a) Any Contract that is not an Assumed Contract.all Sellers' cash held in the bank accounts listed on Schedule 1.2 (a) on the Closing Date, and the assets of Sellers set forth on Schedule 1.2(a) (and any proceeds from the disposition thereof); (b) All other than as set forth in Section 1.1(n), all of Sellers' rights to insurance proceeds or other Contracts of insurance or indemnity (or similar agreement) recoveries, including, without limitation, Sellers' Directors, Officers and Corporate Liability Insurance Policy; (c) all rights to or Claims for refunds, overpayments or rebates of Taxes, as well as any rights to drawbacks, rebates or reimbursements related to duties imposed on imported steel for periods (or portions thereof) ending on or prior to the Closing Date; (d) all Claims (i) shares arising under the Bankruptcy Code or under similar state law, (ii) filed or commenced in any court by Sellers as a plaintiff or (iii) not relating to any Acquired Asset or any Assumed Liability, including but not limited to claims arising from or related to sections 544 through 550 of capital stock the Bankruptcy Code; (e) any asset of Sellers that otherwise would constitute an Acquired Asset but for the fact that it is conveyed, leased or otherwise disposed of during the time from the Execution Date until the Closing Date; (f) all Contracts that are not Acquired Contracts, including, without limitation, those listed on Schedule 1.2(f); (g) all amounts due to Sellers from any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock Affiliate of any Seller; (h) all books, files and records owned by Sellers that relate to current or former employees and other personnel, including, without limitation, books, files and records that are related to medical history, medical insurance or other medical matters and to workers' compensation and to the evaluation, appraisal or performance of current or former employees and other personnel of Sellers (iicollectively, the "EMPLOYMENT RECORDS"); (i) other than as set forth in Section 1.1(q), all (i) shares of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interests) any Seller in any other Person and (iiiii) 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 Sellers or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Person; (j) All property and assets listed on SCHEDULE 1.2(jall Employee Benefit Plans sponsored by any Seller or any of the Sellers' ERISA Affiliates (collectively, the "SELLERS CONTROLLED GROUP") or their respective predecessors or with respect to which the Sellers Controlled Group or their respective predecessors has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of any Seller or any of the Sellers' ERISA Affiliates or their respective predecessors (collectively, the "SELLERS BENEFIT PLANS") and all insurance policies, fiduciary liability policies, benefit administration contracts, actuarial contracts, trusts, escrows, surety bonds, letters of credit and other contracts primarily relating to any proceeds from Sellers Benefit Plan; and (k) all of the disposition thereofassets set forth on Schedule 1.2(k).

Excluded Assets. Notwithstanding anything herein to the contrary contrary, from and after the Closing, Seller and its Affiliates shall retain (or in this Agreementthe case of any of the following Assets held by any Transferred Joint Venture Entity, Seller shall cause to be transferred to the Acquired applicable Seller JV Partner prior to the Closing), and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferred Assets shall not include include, any of Sellers' rights, title the Friendco Transferred Assets or interests in the following Assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all Assets with respect to Taxes (including duty and tax refunds and prepayments) and net operating losses of Seller or any of its Affiliates; (b) All except as set forth in Section 2.3(s) and except to the extent set forth in Section 5.1(c), all Tax Returns of Seller or any of its Affiliates and all Books and Records (including working papers) and tax software to the extent directly related thereto; (c) all insurance policies and rights thereunder, other than the Insurance Claims; (d) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items, in each case, only to the extent related to any Asset that is not a Transferred Asset; (e) all cash and cash equivalents, except for the Transferred Cash; (f) all Intercompany Receivables; (g) all Contracts (including all Third Party Confidentiality Agreements) other than Assigned Contracts; (h) (i) shares any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Owned Real Property set forth on Schedule 2.4(h) of capital stock the Seller Disclosure Schedule; provided, however, that, from time to time prior to the Closing, but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule 2.4(h) of the Seller Disclosure Schedule; (i) all Programming Agreements (other than any retransmission consent agreement that is an Assigned Contract); (j) all Assets listed on Schedule 2.4(j) of the Seller Disclosure Schedule; (k) (i) all claims (and proceeds related thereto) set forth on Schedule 2.4(k) of the Seller Disclosure Schedule relating to (A) the Rigas Litigation or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller(B) the Designated Litigation, (ii) shares all other claims (and proceeds related thereto) that Seller or any of capital stock its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including any Transferred Asset or equity or other ownership interest of Sellers (other than the Joint Venture InterestsAssumed Liability) in any other Person material respect 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 claims of Seller or its Affiliates against Seller or any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person its Affiliates (other than any claim against any Investment Entity or any Transferred Joint Venture Entity) to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability); provided, that none of the Retained Claims will be treated as Excluded Assets pursuant to this clause (k); (l) all personnel records, other than the Transferred Employees’ Records; (m) all rights in connection with and Assets of the Benefit Plans; (n) except for the Transferred Investments and the Joint Ventures).Venture Securities, all Equity Securities or other rights of Seller or any of its Affiliates in any other Person, including any Asset Transferring Subsidiary; (co) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of Assets allocated to the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers Friendco Business pursuant to the terms and provisions of this Agreement.Designated Allocation; (ep) All prepaid expenses state certificates of public convenience and deposits set forth on SCHEDULE 1.2(e). (f) All rights to necessity or claims similar state telecommunication Authorizations except for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the those that Buyer designates in writing as Transferred Assets at least ten Business for, or applicable to, any taxable period (or portion thereof) ending on or Days prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Closing; (gq) All amounts due Excluded Books and Records (subject to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint VentureSection 9.3).; and (hr) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies the Equity Securities of Empire Sports Network and all rights in the nature Assets of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Empire Sports Network. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything Any provision herein to the contrary in this Agreementnotwithstanding, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.the Purchase Price; (b) All (i) shares at the option of capital stock Buyer, in its sole discretion, any and all Shares of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares of the capital stock or any 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 Sellers or to the organization, existence or capitalization any of any Seller or of any other Person (other than the Joint Ventures).their subsidiaries; (c) All preference or avoidance claims any: (i) confidential personnel and actions of Sellers, medical records pertaining to any Employee to the extent such records may not be transferred to Buyer pursuant to applicable Law; (ii) other books and records that the Sellers are required by Law to retain including, without limitation, Tax Returns, taxpayer and other identification numbers, financial statements and corporate or other entity filings provided, that Buyer shall have the right to make copies of any portions of such claims retained books and actions arising under Sections 544 through 553, inclusive, records to the extent that such portions relate to the Business or any of the Bankruptcy Code.Purchased Assets; (iii) any information management systems of the Sellers, other than those used in or useful in connection with or related to the Business; and (iv) (except in the event of an Alternative Transaction) minute books, stock ledgers, equity books, equity ledgers, equity certificates and stock certificates of any Seller or any of its Subsidiaries which do not constitute Purchased Assets; in each case (i)-(iv) above, subject to Buyer’s ability to make copies thereof as Buyer deems necessary and proper; (d) Sellers' rights under this Agreement and all Consideration payable assets of any Employee Plan, which shall be terminated or deliverable to Sellers pursuant disposed of prior to the terms and provisions of this Agreement.Closing if an Alternative Transaction is implemented; (e) All prepaid expenses those assets described on Schedule 2.2(e), and deposits set forth any Contracts and Real Property Leases not listed on SCHEDULE 1.2(eSchedule 2.1(b)., 2.1(c)(ii) as specifically assumed, all of which assets shall be terminated or disposed of prior to the Closing if an Alternative Transaction is implemented; Buyer may, in its sole discretion, at any time prior to Closing, move Personal Property, Real Property Leases and Contracts from Schedules 2.1(a), 2.1(b) and 2.1(c)(i) and (ii) to Schedule 2.2(e) after further due diligence; provided, however, that so moving any Personal Property, Real Property Leases or Contracts shall not result in any reduction of the Purchase Price; and (f) All rights to or claims for refunds, overpayments or rebates the Retained Causes of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution Action set forth on SCHEDULE 1.1(qSchedule 2.2(f), subject to the restrictions in Section 2.1(g). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Excluded Assets shall not include any consist of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"):following: (a) Any Contract that is not an Assumed Contract.The Excluded Real Property described in Schedule 2.2(a); (b) All (i) shares In each case determined as of capital stock 11:59 p.m. on the day prior to the Closing Date, Seller's cash on hand as of the Closing Date and all other cash in any Seller of Seller's bank or securities convertible intosavings accounts; notes receivable, exchangeable or exercisable for shares letters of capital stock of any Seller, (ii) shares of capital stock or equity credit or other ownership interest similar items of Sellers (other than the Joint Venture Interests) in Seller; any stocks, bonds, certificates of deposit and similar investments of Seller; and any other Person and cash equivalents of Seller; (iiic) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, Seller's books and records relating solely to internal corporate, financial and tax matters and any other books and records not related to any of Station or the Excluded Assets business or to the organization, existence or capitalization operations of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Station; (d) Sellers' Any claims, rights under this Agreement and all Consideration payable interest of Seller in and to any (i) refunds of Taxes or deliverable to Sellers pursuant fees of any nature whatsoever or (ii) deposits or utility deposits, which, in each case, relate solely to the terms and provisions of this Agreement.period prior to the Closing Date; (e) All prepaid expenses insurance contracts, including the cash surrender value thereof, and deposits set forth on SCHEDULE 1.2(e).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 rights to Employee Benefit Plans and all assets or claims for refundsfunds held in trust, overpayments or rebates otherwise, associated with or used in connection with the Employee Benefit Plans; (g) All Choses in Action, if any, of Taxes relating to 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 permitted under the terms hereof; (i) Sellers or (ii) the Business for, or applicable toAny collective bargaining agreement, any taxable period (other Contract not included in the Assumed Contracts, and all Contracts that have terminated or portion thereof) ending on or expired prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature ordinary course of insurance, indemnification business and contribution set forth on SCHEDULE 1.1(q).as permitted hereunder; and (j) All The personal effects and other personal property and assets listed identified on SCHEDULE 1.2(j) and any proceeds from the disposition thereofSchedule 2.2(j).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Purchased Assets shall not include any of Sellers' rightsinclude, title or interests in and the Seller shall retain, the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.Cash, cash equivalents, invested funds and marketable securities; (b) All (i) shares of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any The 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 or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' ’s rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to under the terms Confidentiality and provisions of this Nondisclosure Agreement dated July 21, 2004 between Buyer and Seller (the “Confidentiality Agreement.”); (c) Tax returns and permanent tax and accounting records; (d) All rights under Contracts, other than those listed on Schedule 1.1(g); (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).Any loan, advance, note or receivable owed to the Business by JCI, any affiliate of the Seller or any division of the Seller; (f) All Insurance policies and all rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.with respect thereto; (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).The Milwaukee Real Estate; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.The Seller’s and JCI’s rights under the Asset Purchase Agreement by and among ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Corporation and NorthStar Print Group, Inc. and Journal Communications, Inc. dated January 4, 2001, as amended; (i) All Claims or causes or rights under insurance policies and all rights in of action to the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).extent they relate to any Excluded Asset or any Liability or obligation which is not assumed by the Buyer pursuant to Section 3.1 hereof; (j) All property prepaid expenses, advance payments and assets listed on SCHEDULE 1.2(jdeposits, and refunds, except the Included Prepaid Expenses; (k) Tax credits and rights to any proceeds from 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 disposition thereofSeller to its employees; (n) The lease between the Seller and JCI for the Watertown Real Estate; (o) All Governmental Authorizations to the extent not transferable; and (p) The Green Bay Real Estate.

Excluded Assets. Notwithstanding anything Seller excepts, reserves, and retains to the contrary in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in itself the following properties and assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all corporate, financial, legal, and tax records of Seller; (b) All (i) shares all deposits, cash, checks in process of capital stock of any Seller or securities convertible intocollection, exchangeable or exercisable cash equivalents, and funds attributable to Seller’s interest in the Assets 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 period prior to the organizationEffective Time, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).except as provided for in Section 8.3; (c) All preference all Hydrocarbons produced from or avoidance allocable to the Assets prior to the Effective Time, except for those Hydrocarbons described in Section 2.1(c)(i); (d) 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 actions Claims that Seller may have under any policy of Sellersinsurance or indemnity, surety bond, or any insurance 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) all Claims, whether in contract, in tort, or arising by operation of Law, and whether asserted or unasserted as of the Possession Time, that Seller 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 Assets 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 as to which Seller has an open position as of the Effective Time; (h) any and all 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, any 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 claims Seller’s proprietary interpretations thereof; economic analyses; and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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.pricing forecasts; (i) All rights under all amounts due or payable to Seller as adjustments to insurance policies and all rights in premiums related to the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Assets for periods prior to the Effective Time; (j) All property 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 Assets for periods prior to the Effective Time; (k) all audit rights and all amounts due or payable to Seller as refunds, adjustments, or settlements of 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, instruments, general intangibles, and other receivables due or payable to Seller relating to the Assets that accrued prior to the Effective Time; (m) except as otherwise provided herein, all fees, rentals, proceeds, payments, revenues, rights, and economic benefits of every kind and character (and all security or other deposits made) payable to the owners of the Assets and that are attributable to the period prior to the Effective Time; and (n) all interests, rights, property, and assets listed of Seller not located on SCHEDULE 1.2(j) and any proceeds from or used in connection with the disposition thereofAssets or otherwise specifically included in the definition of the Assets.

Excluded Assets. Notwithstanding anything Magellan and Crescent expressly understand and agree that neither Magellan nor any Magellan Subsidiary is conveying or contributing to the contrary in this Agreement, the Acquired Assets shall not include OpCo or any OpCo Subsidiary pursuant to Section 2.1 any of Sellers' rightsthe following assets, title rights or interests properties or any assets which are not used in the following conduct of the business of the Hospitals (collectively, the "Excluded AssetsEXCLUDED ASSETS"): (a) Any Contract that is not an Assumed Contract.Supplies and inventory relating to the Hospitals; (b) All Notes receivable relating to the Hospitals; (ic) shares of Prepaid assets relating to the Hospitals; (d) Prepaid expenses relating to the Hospitals; (e) Lease deposits paid by either Magellan or any Magellan Subsidiary as tenant in any lease relating to the Hospitals; (f) Utility deposits relating to the Hospitals; (g) Cash held in escrow accounts relating to the Hospitals; (h) The capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares subsidiary of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers Magellan (other than the Joint Venture InterestsCMEC) or Magellan's interest in any other Person and joint venture including but not limited to the joint ventures set forth on Schedule 2.2(h); (iiii) corporate Corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such ledgers or other files, books and records relating to any of the Excluded Assets or pertaining to the organization, existence or issuance of stock and capitalization of any Seller or of any other Person the Magellan Subsidiaries; (j) All rights, properties, and assets used by Magellan primarily in a business other than the Joint Ventures).Business and not reasonably necessary for the operation of the Business; (ck) All preference rights, properties, and assets that shall have been transferred or avoidance claims and actions disposed of Sellers, including, without limitation, by Magellan or any such claims and actions arising under Sections 544 through 553, inclusive, of its subsidiaries prior to the Bankruptcy Code.date of this Agreement or prior to Closing in the ordinary course of business; (dl) Sellers' rights under this Agreement Trademarks, trade names (including the "Charter" name), corporate names and all Consideration payable or deliverable to Sellers pursuant to the terms logos owned by Magellan and provisions any of this Agreement.its subsidiaries; (em) All prepaid expenses real estate, furniture, fixtures and deposits set forth on SCHEDULE 1.2(e).equipment to be transferred to Crescent under the Real Estate Purchase and Sale Agreement; (fn) 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 rights to or claims for cash, cash equivalents, short-term investments, marketable securities, and accounts receivable 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, overpayments or rebates of Taxes cost report adjustments and settlements relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or periods prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and liabilities or assets related to any refund of any Taxes not depreciation recapture relating to periods prior to the Business for any period.Closing Date; (gy) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).Disproportionate Share Payments; and (hz) All claims that Sellers may have against any third Person with respect Assets (including business records) required in order to any Excluded Assetprovide the services to be provided by Magellan pursuant to the Franchise Agreement. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets: (a) all of the Cash and Cash Equivalents of the Seller or any of its Affiliates; (b) all bank and other depository accounts of the Seller or any of its Affiliates; (c) insurance policies relating to the contrary Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder; (d) all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates; (h) all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the Seller or any of its Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Acquired Assets shall Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not include any of Sellers' rightsAssumed Contracts including, title or interests in the following but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the "“Excluded Assets"):Contracts”); (al) Any Contract that is not an Assumed Contract.other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller or any of its Affiliates; (bm) All 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 Seller’s rights, title and interest in and to (i) shares of capital stock of any Seller or securities convertible intothe Seller’s name, exchangeable or exercisable for shares of capital stock of any Seller, service names and trade names (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 or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553the name[s] [“Media General” or “LIN Media”/ “▇▇▇▇▇▇▇▇ Broadcast Group”]), inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) all URLs and internet domain names consisting of or containing any of the Business forforegoing; and (iii) any variations or derivations of, or applicable marks confusingly similar to, any taxable period of the foregoing; (or portion thereofp) ending on or prior 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 Closing Date 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 "Pre-Closing Tax Period")operation of the Station; (r) all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and (s) all other assets of the Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any interest in and to any refund assets of any Taxes not relating to the 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) All rights under insurance policies and all rights Seller used in the nature operations of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Other Seller Stations. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, the Acquired Assets Buyer shall not include purchase from Seller any of Sellers' rightsassets, title or interests in properties and rights that are not included among the following Purchased Assets (collectively, the "“Excluded Assets"):”), listed on Seller’s Disclosure Schedule 1.2 and including, without limitation: (a) Any Contract any of the business of Seller that is not an Assumed Contract.included in the Business; (b) 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 (cash and cash equivalents other than the Joint Venture Interests) deposits described in any other Person and (iii) corporate sealsSection 1.1(e), minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to any including checks received pending collection as of the Excluded Assets or to close of business on the organizationClosing Date, existence or capitalization notes, bank deposits, certificates of any Seller or of any other Person (other than the Joint Ventures).deposit and marketable securities; 7148758.4 (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions receivables arising under Sections 544 through 553, inclusive, from the operation of the Bankruptcy CodeBusiness 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) Sellers' rights under this Agreement any deposits and all Consideration payable or deliverable cash collateral relating to Sellers pursuant to the terms and provisions of this Agreement.Seller’s worker’s compensation insurance programs; (e) All prepaid expenses any contracts and deposits set forth on SCHEDULE 1.2(e). (f) All rights agreements, whether written or oral, other than the Assumed Contracts; provided, however, that in the event that the required Consents related to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending Assumed Contracts are not obtained on or prior to the Closing Date, then the Assumed Contract for which such consent has not been obtained prior to the Closing Date shall be deemed an Excluded Asset hereunder; (the "Pre-Closing Tax Period"), f) any interests in any real estate including any interest in and to any refund of any Taxes not relating to leases, except for the Business for any period.Lease; (g) All amounts due any claims, deposits, prepayments, prepaid expenses, refunds, rebates, credits, causes of action, rights of recovery, rights of setoff and rights of recoupment relating to Sellers from or arising out of the ownership or operation of the Business or any Affiliate of Sellers (other than amounts due the Purchased Assets prior to Sellers from any Joint Venture).the Closing; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies minute books, corporate seals, stock record books and all rights in the nature stock transfer records of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.Seller; and

Excluded Assets. Notwithstanding anything Section 2.1, all of the Sellers' and their Subsidiaries' right, title and interest at the Closing in and to the contrary in this Agreementfollowing properties, assets and rights shall be excluded from the Acquired Purchased Assets and shall not include any of Sellers' rights, title or interests be included in the following definition thereof (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.all Contracts set forth on Schedule 2.2(a) (the "Excluded Contracts"); (b) All (i) shares any assets and associated claims arising out 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 or of any other Person (other than the Joint Ventures).Liabilities and/or Excluded Contracts; (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Post-Closing Claims; (d) Sellers' rights under this Agreement all refunds or credits of Taxes due to FWENC and all Consideration payable its Subsidiaries by reason of their ownership of the Purchased Assets or deliverable to Sellers pursuant operation of the Business to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights extent attributable to any time or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on at or prior to the Closing Date Date; (e) all cash, cash equivalents (including restricted cash) and other short term investments of the "Pre-Sellers and their Subsidiaries; (f) any claims, counterclaims, offsets, defenses or causes of action arising prior to the Closing Tax Period")Date, other than to the extent relating to, or arising from, the Purchased Assets or Assumed Liabilities; (g) all assets owned or held under any Employee Benefit Plans including assets held in trust or insurance Contracts for the benefit of any Employee Benefit Plan participants or beneficiaries; (h) all right, title and interest in and to any refund all properties, assets and rights of any Taxes each of the Sellers and their Subsidiaries that are not relating being transferred pursuant to the 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.Section 2.1; (i) All rights under insurance policies all correspondence and all rights documents, including the confidentiality agreements entered into by FWENC or any of its Affiliates, in connection with the nature sale of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).the Business; (j) All property all loans and assets listed on SCHEDULE 1.2(jother advances owing by each Non-Transferred Employee to each Seller; and (k) all capital stock of the Subsidiaries of each Seller (other than the outstanding membership interests of Hanford LLC and any proceeds from the disposition thereofcapital stock of FWENC Massachusetts and FWENC Ohio).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all Cash Equivalents; (b) All (i) shares any and all contracts or policies of capital stock insurance and insurance plans and the assets thereof, promissory notes, amounts due from employees, bonds, letters 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 credit or other ownership interest of Sellers (other than the Joint Venture Interests) in similar items and any other Person cash surrender value with respect thereto, 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 all rights under any of the Excluded Assets or to the organizationforegoing, existence or capitalization of including any Seller or of any other Person (other than the Joint Ventures).insurance proceeds receivables; (c) All preference all tangible personal property disposed of or avoidance claims and actions consumed in the ordinary course of the business of Sellers, includingand in compliance with the terms and conditions of this Agreement, without limitation, any such claims between the date of this Agreement and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Closing Date; (d) Sellers' rights under this Agreement any and all Consideration payable or deliverable claims of Sellers with respect to Sellers pursuant to the terms transactions and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or events occurring prior to the Closing Date and all claims for refunds of monies paid to any Governmental Authority (including Tax refunds) and all claims for copyright royalties for broadcast prior to the Closing Date, but excluding in all cases all claims and rights with respect to the Assets; (e) the Contracts listed on Schedule 2.2(e) (the "Pre-Closing “Excluded Contracts”); (f) Sellers’ corporate or limited liability company records and other books and records that relate to internal corporate or limited liability company matters of Sellers, Sellers’ account books of original entry with respect to the Station and all original accounts, checks, payment records, Tax Period")returns and records and other similar books, including any interest in records and to any refund information of any Taxes not Sellers relating to the Business for and any period.other Assets prior to Closing, and duplicate copies of any records as are necessary or desirable to enable Sellers to prepare and file Tax returns and reports, financial statements and other documents deemed necessary or desirable by Sellers; (g) All amounts due to Sellers from any Affiliate all rights of Sellers to enforce (i) the obligations of Buyer to pay, perform or discharge the Assumed Liabilities and (ii) all other than amounts due to obligations of Buyer under or in connection with, as well as all other rights of Sellers from under or in connection with, this Agreement or any Joint Venture).agreement, document, instrument or certificate required hereunder; (h) All claims that any assets of any compensation or benefit plan or arrangement of Sellers may have against or any third Person with respect to any Excluded Asset.of the other Piedmont Companies or their Affiliates, including Employee Benefit Plans; (i) All rights under insurance policies all shares of capital stock, partnership interests and member or limited liability company interests and all rights other equity interests and securities of, held by or in Sellers or any of the other Piedmont Companies, including Holding’s limited liability company interests in PTC, PTC’s limited liability company interests in Monroe, and the limited liability company interests of Monroe in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).License Sub; (j) All property all notes, bonds and assets listed on SCHEDULE 1.2(jother evidences of indebtedness from, or other advances, intercompany accounts, transfers and investments made to or in, any or all of the other Piedmont Companies, including the Intercompany Notes, dated as of September 30, 2003, by certain of the Piedmont Companies and certain of their Affiliates to another Piedmont Company or an Affiliate thereof (all such notes, bonds, evidences of indebtedness, advances, intercompany accounts, transfers and investments, collectively, “Intercompany Accounts”); (k) all records and any proceeds from documents in respect of the disposition thereofExcluded Assets; and (l) for the avoidance of doubt, the MAS 500 Accounting System, which is owned by Holdings and used for the Station and other television stations owned, directly or indirectly, by Holdings and its subsidiaries; provided that this Section 2.2(l) is not intended to impair Buyer’s right to access Sellers’ books and records as set forth in Section 7.4.

Excluded Assets. Notwithstanding anything to the contrary in generality of Section 2.1 the following assets are not a part of the sale and purchase contemplated by this Agreement, and are excluded from the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an any and all Contracts other than the Assumed Contract.Contracts; (b) All all Accounts Receivable; (ic) shares the Purchase Price and all other cash in Sellers’ possession; (d) all Avoidance Actions; (e) all proceeds and claims for refund or credit of capital stock Taxes and other Governmental Authority charges of any Seller or securities convertible intowhatever nature, 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 and any other Person Tax benefits, arising out of or attributable to any period of time in the Pre-Closing Tax Period; (f) all books and (iii) corporate sealsrecords of Sellers, including financial records, minute books, charter documents, stock transfer records, record books, original Tax any corporate seals of Sellers and financial records and such all other files, corporate books and records relating to Sellers’ organization and existence, and Documents (i) related to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person Excluded Liabilities (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553those which are subject to attorney-client or other privilege), inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) which Sellers are required by Law to retain in its possession, (iii) prepared primarily in connection with the Business forTransactions, (iv) relating to personnel records of current or applicable toformer employees of Sellers who do not become employees of Purchaser, any taxable period (v) relating to personnel records of Employees but which Sellers are prohibited by Law (or portion thereofContract) ending on from providing to Purchaser or prior the transfer of which would require Employee consent or (vi) any records, data, customer information or any other item that is part of the customer database which Sellers are prohibited by Law (or Contract) from providing to Purchaser or the Closing Date (transfer of which would require consent if the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes required consent has not relating to the Business for any period.been provided; (g) All amounts due to all Claims, rights of action, suits or proceedings, whether in Law or in equity, whether known or unknown, that Sellers from or Sellers’ bankruptcy estates may hold against any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).third party; (h) All claims that Sellers may have against all tax sale certificates owned by any third Person with respect to any Excluded Asset.of the Sellers; (i) All all rights under insurance policies or assets of any Seller relating to any employee benefit plan and all rights or assets of any employee benefit plan (including any insurance policies, annuity contracts or assets held in trust) sponsored, maintained or contributed to by any Seller for the nature benefit of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)its current or former employees. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything The Target Assets to the contrary in this Agreement, the Acquired Assets shall be acquired by Purchaser hereunder do not include any of Sellers' rights, title or interests in the following (collectively, hereinafter referred to as the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.3.1.1 any cash on hand, in banks, and any cash equivalents; (b) All (i) shares 3.1.2 all of capital stock Seller’s interest in any Intellectual Property used exclusively in the Excluded Business; 3.1.3 all claims, rights and causes 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 action 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 arising under or relating to any Chapter 5 of the Excluded Assets Bankruptcy Code (whether or to not asserted as of the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (cClosing Date) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553544, inclusive545, 547, 548, 549 or 551 of the Bankruptcy Code., and commercial tort claims; (d) 3.1.4 Sellers' ’ rights under this Agreement (including the right to receive the Purchase Price) and under any of the ancillary agreements to be entered into in connection with the transactions contemplated hereby; 3.1.5 all shares of capital stock or other equity interests of Sellers or any of their Affiliates, all securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of Sellers or any of their Affiliates, and all Consideration payable securities owned and held by Sellers, whether equity or deliverable debt or a combination thereof; 3.1.6 all Tax Returns and Tax records of Sellers and their Affiliates; 3.1.7 all Tax refunds, credits, abatements or similar offsets against Taxes of Sellers and their Affiliates that relate to Specifically Excluded Liabilities; 3.1.8 all Tax attributes of the Sellers pursuant and its Affiliates; 3.1.9 the organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, blank stock certificates, and other documents relating to the terms organization, maintenance and provisions existence of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable toany of their Affiliates, any taxable period (other books and records exclusively related to the Excluded Business and all personnel records or portion thereof) ending other records of the Sellers that are required by Law to be retained; 3.1.10 all claims arising on or prior to the Closing Date under any directors and officers liability insurance policies owned by Sellers; 3.1.11 all claims and causes of action arising on or before the Closing Date that Sellers have against any Affiliate, insider of any Seller or any third party (the "Pre-Closing Tax Period"and any recovery on account thereof), including rights of recoupment and avoidance, except to the extent that such claims or causes of action (i) may constitute a counterclaim, defense, offset, or recoupment right with respect to affirmative claims (if any) that such third party may assert against Purchaser or its Affiliates, (ii) arise under any interest rights under warranties (express or implied), representations and guarantees made by any third party to Sellers in connection with the Target Assets or the Target Business, (iii) arise under the Assigned Contracts assumed and assigned to Purchaser, (iv) arise under any Transferred Licenses, or (v) relate to the Target Assets; provided, however, nothing in this Section 3.1.10 shall in any event be deemed to eliminate from the Excluded Assets any other asset expressly designated as such pursuant to this Article 3; 3.1.12 professional retainers paid by Sellers; 3.1.13 any letters of credit or similar financial accommodations issued to any refund third party(ies) for the account of Sellers; 3.1.14 all customer deposits which as of the date hereof are as set forth on Schedule 3.1.13; 3.1.15 any Taxes not assets related exclusively to the Excluded Business; 3.1.16 all Benefit Plans, and any other “employee benefit plan” (as defined in ERISA) or any other employee benefit plan, program or arrangement, including, in each case, any underlying assets, agreements, policies and rights in connection therewith; 3.1.17 all insurance policies (except to the extent relating to the Business for any period. (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint VentureTarget Assets). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under , all directors and officers liability insurance policies and errors and omissions insurance policies and all rights to assert claims with respect to any such policies; all unearned insurance premiums and all accrued insurance refunds or rebates; all unearned insurance premiums and all accrued insurance refunds or rebates; 3.1.18 all Contracts that are not Assigned Contracts, all Licenses that are not Transferred Licenses and all Intellectual Property that is not Transferred Intellectual Property and all Contracts, Licenses and Intellectual Property that have terminated or expired prior to the Closing in the nature Ordinary Course of insuranceBusiness; 3.1.19 any documents or communications of Sellers that are subject to Sellers’ attorney-client privilege and/or the work-product immunity doctrine; 3.1.20 those assets, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets if any, listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofSchedule 3.1.20.

Excluded Assets. Notwithstanding anything From and after the Closing, Seller Parties and their Affiliates shall retain all of their existing right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer and its Affiliates hereunder, and the contrary in this Agreement, the Acquired Transferred Assets shall not include any of Sellers' rightsinclude, title or interests in the following (collectively, the "“Excluded Assets"):”): CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (a) Any Contract that is not an Assumed Contract.all rights of Seller Parties under this Agreement; (b) All (i) shares of capital stock of any Seller or securities convertible intocompound not embodied in the Transferred Patents and any intellectual property and/or Know-How not included in the Transferred IP, 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 including 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 or of any other Person (other than the Joint Ventures).Licensed Know-How; (c) All preference any Patents or avoidance claims and actions of SellersPatent rights covering the China Territory with respect to the Lead Compound, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.except for Patents explicitly included as Transferred Patents; (d) Sellers' rights all rights, claims, causes of action, guarantees, warranties and indemnities of any Seller Party and any of their respective Affiliates related to any Excluded Asset or Excluded Liability, including, with respect to periods prior to the Closing Date, all rights, claims and causes of action under this the [***] Agreement, the Safety Data Exchange Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Welichem Agreement.; and (e) All prepaid expenses all books and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period. (g) All amounts due to Sellers from any Affiliate of Sellers (records other than amounts due to Sellers from any Joint Venture)the Transferred Records. (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, the Acquired Assets shall not include any following assets of Sellers' rights, title or interests in the following Company (collectively, the "Excluded Assets"):) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of the Company after the Closing: (a) Any Contract that is not an Assumed Contract.the equity interests of the Company and its Subsidiaries; (b) 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 all of the Excluded Assets or to Company Contracts that are not Assumed Contracts (collectively, the organization, existence or capitalization of any Seller or of any other Person (other than the Joint VenturesRejected Contracts).; (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, all rights of the Bankruptcy Code.Company under this Agreement and the Sellers Ancillary Agreements; (d) Sellers' rights under this Agreement the personal property and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.assets expressly set forth on Schedule 2.2(d); (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).claims against third parties to the extent related solely to any Excluded Asset or Retained Liabilities; (f) All all rights under insurance policies to or the extent relating to claims for refundslosses related exclusively to any Excluded Asset or otherwise non-assignable as a matter of law; (g) the Company’s corporate seals, overpayments stock Record books, corporate Record books containing minutes of meetings of directors and stockholders, and such other Records having to do solely with the Company’s organization or rebates of Taxes relating stock capitalization or Excluded Assets or Retained Liabilities; (h) all personnel Records and other Records that the Company is required by law to retain in its possession; (i) Sellers all cash, cash equivalents and short-term investments (including all restricted cash and cash deposits to or (ii) for the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period")benefit of utilities, including any such cash deposits as maintained in escrow; (j) any interest in and to any refund refunds of any Taxes not relating to the Business for any period.of whatever nature; (gk) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the Purchase Price; (hl) All claims that Sellers may have against the Company’s claims, causes of action and rights of recovery pursuant to Sections 544 through 550 and Section 553 of the Bankruptcy Code and any third Person other avoidance action under any other applicable provisions of the Bankruptcy Code with respect to any Excluded Asset.those Third Parties the Liabilities of which Purchaser is not assuming pursuant to Section 2.04(a); and (im) All rights under insurance policies and all rights of Sellers’ rights, demands, claims (as defined in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(jBankruptcy Code) and any proceeds from causes of action arising with respect to the disposition thereofassertion or defense of claims against the Sellers under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following (collectively, herein referred to as the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties, LIN or any of their respective Affiliates, other than ▇▇▇▇▇ cash held at the Station; (b) All (i) shares bank and other depository accounts of capital stock of any the Seller Parties, LIN 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 or of any other Person (other than the Joint Ventures).their respective Affiliates; (c) All preference or avoidance claims Except as set forth in Section 2.1(m), all claims, rights and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, interests of the Bankruptcy Code. (d) Sellers' rights under this Agreement Seller Parties, LIN or any of their respective Affiliates in and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates any refunds of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, fees of any taxable period nature whatsoever for periods (or portion portions thereof) ending on or prior to the Closing Date Date; (d) Any rights, claims or causes of action of the "Pre-Closing Tax Period")Seller Parties, including LIN or any interest in and to any refund of any Taxes not their respective Affiliates against third parties relating to the assets, properties or operations of the Business for arising out of transactions occurring prior to the Closing Date, except to the extent that any period.such claims are accounts receivable or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties, LIN and their respective Affiliates shall retain all amounts payable to the Seller Parties, LIN and their respective Affiliates, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts or policies of insurance and prepaid insurance with respect to such contracts or policies; (f) The Seller Parties’, LIN’s or their respective Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business; (g) All amounts due records prepared in connection with or relating to Sellers the sale or transfer of the Station, including bids received from any Affiliate of Sellers (other than amounts due others and analyses relating to Sellers from any Joint Venture).the Station and the Purchased Assets; (h) All claims that Sellers may have against The contracts or agreements of the Seller Parties, LIN or their respective Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract” and any third Person with respect contracts or agreements between or among any one or more Seller Parties or LIN and any one or more of their respective Affiliates relating to any Excluded Asset.the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”; (i) All rights under insurance policies and all rights The items designated in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Schedule 2.2(i) as “Excluded Assets”; (j) The Retained Names and Marks; (k) All property Intellectual Property of the Seller Parties, LIN or any of their respective Affiliates (other than the Purchased Intellectual Property); (l) All records and assets listed on SCHEDULE 1.2(jdocuments relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2, all of the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any proceeds assets of any such agreement, plan or arrangement; (n) Any intercompany receivables of the Business from the disposition thereofSeller Parties, LIN or any of their respective Affiliates; and (o) Any rights of or payment due to the Seller Parties, LIN or their respective Affiliates, under or pursuant to this Agreement or the other agreements with the Buyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding anything to Buyer and Seller expressly understand and agree that all assets of Seller and its Subsidiaries, other than the contrary in this Agreement, Transferred Assets (the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"):”), shall be excluded from the Transferred Assets, including, but not limited to: (a) Any Contract all assets, tangible or intangible, real or personal that is are not an Assumed Contract.specifically identified in Section 2.01, including all Intellectual Property other than the Transferred Intellectual Property; (b) All all Contracts that are not Transferred Contracts; (ic) 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 all Prepayments associated with Contracts that are not Transferred Contracts or other ownership interest of Sellers obligations not assumed by Buyer; (other than the Joint Venture Interestsd) in any other Person all Seller Accounts Receivable; (e) all Cash and Cash Equivalents; (iiif) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating all Seller Inventory that is not Prepaid Inventory or Additional Inventory; (g) all Employee Plans; (h) all Claims that relate to any of the other Excluded Assets or any of the Excluded Liabilities; (i) all Claims that relate to events or breaches occurring on or prior to the organizationEffective Time that relate to the Transferred Assets, existence or capitalization including causes of any action, claims and rights which Seller or of its Subsidiaries may have under any other Person (other than insurance contracts or policies insuring the Joint Ventures).Transferred Assets; (cj) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates refunds of Taxes relating to (iincluding penalties) Sellers paid by Seller or (ii) the Business forits Subsidiaries, including those imposed on property, income or applicable topayrolls, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "extent such refunds of amounts were paid with respect to a Pre-Closing Tax Period"); (k) all rights, properties, and assets which have been used in the Business and which shall have been transferred (including transfers by way of sale) licensed or otherwise disposed of (either prior to the date hereof or in the ordinary course of business between the date hereof and the Closing Date) not in violation of the terms of this Agreement; (l) all enterprise software, databases and networks of Seller or its Subsidiaries, including any interest in all sales management, engineering, materials, business planning, manufacturing, logistics, finance and to any refund accounting systems utilized by the Business; (m) all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Taxes not relating to Government Authority held by Seller or any of its Subsidiaries other than the Business for any period.Permits; and (gn) All amounts due to Sellers from any Affiliate all of Sellers (other than amounts due to Sellers from any Joint Venturethe assets specifically identified on Schedule 2.02(n). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementcontained herein, the Acquired Assets shall not include any of Sellers' rights, title or interests in Buyer expressly understands and agrees that the following assets and properties of the Sellers (collectively, the "“Excluded Assets"):”) shall be retained by the Sellers, and shall be excluded from the Purchased Assets: (a) Any Contract that is not an Assumed Contract.Except as specifically set forth in Section 5.7, any and all assets related to the Benefit Plans; (b) All (i) shares of capital stock of any Seller or securities convertible intoAny and all loans and advances, exchangeable or exercisable for shares of capital stock of any Sellerif any, (ii) shares of capital stock or equity or other ownership interest of by the 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 their Affiliates or otherwise to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Business; (c) All preference or avoidance claims Any and actions of Sellersall Intellectual Property, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of other than the Bankruptcy Code.Business Intellectual Property; (d) Sellers' rights under this Agreement Any and all Consideration payable or deliverable to Sellers pursuant Contracts, other than the Specified Business Contracts and the leases relating to the terms and provisions of this Agreement.Transferred Leased Property; (e) All prepaid expenses Except as expressly included in clause (b) of Section 2.4, any and deposits set forth on SCHEDULE 1.2(e).all owned and leased real property and other interests in real property; (f) All rights Any and all refunds of or credits against Excluded Business Taxes to or claims for refunds, overpayments or rebates of Taxes relating which Sellers are entitled pursuant to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.Section 6.4; (g) All amounts due Tax Returns and other books and records related to Taxes paid or payable by Sellers from or any Affiliate of Sellers (other than amounts due their respective Affiliates that are not Purchased Assets pursuant to Sellers from any Joint VentureSection 2.4(i).; (h) All claims that Sellers may have against Any and all Cash Amounts (other than any third Person with respect Cash Amounts of the Purchased Companies and their Subsidiaries as of immediately prior to any Excluded Asset.the Closing); (i) All rights under Except as set forth in Section 5.10, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights in to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Closing; (j) All property and assets listed on SCHEDULE 1.2(jthe Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Jacksonville Site”) and any proceeds from Contract relating to the disposition thereofcleanup of the Jacksonville Site; (k) The assets included in the Specified Assets and Liabilities; and (l) The assets listed in Section 2.5(l) of the Seller Disclosure Schedules or Section 3.8(b) of the Seller Disclosure Schedules.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, there shall be excluded from the Acquired sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include any of Sellers' rightsinclude, title or interests in the following assets and properties (collectively, such retained assets and properties being herein collectively referred to as the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) All all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) shares any governmental licenses, permits and approvals, 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; (j) any Books and Records (i) to the extent they relate to the businesses of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares any of capital stock of any Sellerits Affiliates (other than the Business), (ii) shares of capital stock that Seller and its Affiliates are required to retain pursuant to Law 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 that relate primarily to the Excluded Assets; and (k) any other assets and financial records and such other files, books and records relating to any rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Assets Asset is owned, leased or to licensed by an Acquired Company or the organizationSatair JV, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellerssuch asset shall be transferred, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period")Closing, including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofapplicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset forth herein, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following assets, properties and rights of the Sellers (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all ownership and other rights with respect to the Seller Benefit Plans; (b) All any License that by its terms is not transferable to the Purchaser, including those indicated on Schedule 4.24 as not being transferable; (c) any receivables (i) shares from either Seller or any Affiliate of capital either Seller or (ii) relating to the JWWTP; (d) the charter documents of the Sellers and the minute books, stock ledgers, Tax Returns, books of account and other constituent records relating to the corporate or other organization of the Sellers; (e) the rights that accrue to the Sellers hereunder; (f) except as relating to the Deposits, any prepaid insurance, cash, cash equivalents or marketable securities and all rights to any bank accounts of the Sellers; (g) all trademarks, tradenames, service marks, service names and logos referencing the names of the Sellers or their Affiliates; (h) all assets, properties, goodwill and rights used in or associated with any business or operations of the Sellers other than the Business; (i) all books, records, files and data to the extent relating to the Excluded Assets or the Retained Liabilities (collectively, the “Retained Books and Records”); (j) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by either Seller against any Person or securities convertible intoPersons, exchangeable including the Person or exercisable Persons that caused or is otherwise responsible for shares the damage to the BFG Dock Facilities existing prior to the Closing; (k) all rights to claims for insurance (i) in respect of capital stock of any Sellerthe damage to the BFG Dock Facilities existing prior to the Closing, (ii) shares in respect of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and damage caused by Hurricane Rit▇ ▇▇ (iii) corporate sealsotherwise, minute booksexcept as provided for in Section 6.13; (l) any asset specifically identified on Schedule 2.3(l); (m) all assets and rights (including easement, charter documentslease-hold, stock transfer recordsaccess and other rights and interests) retained by the Sellers in any Commercial Agreement, record booksthe Bil▇ ▇▇ Sale, original Tax the Assignment and financial records and such Assumption Agreement or other files, books and records relating to any deeds or conveyancing instruments; (n) all of the Excluded Assets properties and assets that shall have been transferred or to the organization, existence or capitalization disposed of any by either Seller or any Affiliate of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or either Seller prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest not in and to any refund violation of any Taxes not relating to the Business for any period.this Agreement; (go) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the Excluded Software License Agreements, the Excluded Information Technology Hardware, and the Seller Proprietary Software; (hp) All claims that Sellers may have against any third Person with respect to any Excluded Asset.the Seller Retained Easements; (iq) All all of the Sellers’ rights and any of their Affiliates’ rights under insurance policies and the Texaco Agreement; (r) the Excluded Computer Data and (s) all rights in the nature respect of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)deferred Tax assets. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to Those assets of the contrary in this AgreementSeller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by the Acquired Assets shall not include any of Sellers' rights, title or interests in the following Seller Entities (collectively, the "“Excluded Assets"):”) and shall not be conveyed to the Buyer Entities: (a) Any Contract that is not an Assumed Contract.cash, cash equivalents and marketable securities (except ▇▇▇▇▇ cash); (b) All board-designated, restricted and trustee-held or escrowed funds (isuch as funded depreciation, debt service reserves, working capital trust assets, and assets and investments restricted as to use) 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 or of any other Person (other than the Joint Ventures).accrued earnings thereon; (c) All preference or avoidance claims and actions all amounts payable to the Seller Entities in respect of Sellers, third party payors pursuant to retrospective settlements (including, without limitation, any such pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor appeals, and actions arising all payments for periods prior to the Effective Time related to all Medicaid supplemental reimbursement programs (including but not limited to Appendices 14 and 17, Medical Assistance Stability, the State Direct Payment (SDP) program (including final reconciliations of a program year), Disproportionate Share (DSH), the Hospital Quality Incentive Program (HQIP), OB/NICU, Uncompensated Care and Extraordinary Expense Programs under Sections 544 through 553the Tobacco Settlement Act of 2001, inclusiveMedical Education, and Small Hospital / Sole Community Hospital (SCH)), and all appeals and appeal rights of the Bankruptcy Code.Seller Entities relating to such settlements, including cost report settlements, for periods prior to the Effective Time. Notwithstanding the foregoing, the parties hereby confirm that it is the express intent of the parties that the Buyer shall receive the benefit of all payments for periods after the Effective Time related to all Medicaid programs regardless of whether the payments were calculated based on data reported for periods prior to the Effective Time; (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant Seller Entity records, to the terms and provisions extent Buyer Entity does not need such records (or copies) in connection with the operation of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refundsthe Facilities, overpayments or rebates of Taxes relating to (i) Sellers or litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (ii) the Business forExcluded Assets and Excluded Liabilities, or applicable toas well as all records which by law the Seller Entities are required to maintain in their possession; (e) prepaid insurance, any taxable period (or portion thereof) ending on or prior prepaid assets dedicated to the Closing Date Seller Entities’ benefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates (the "Pre-Closing Tax Period"“Excluded Marks”), including any interest in and to any refund of any Taxes which, for clarity, shall not relating to include the 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) All rights under insurance policies and all rights in name “Commonwealth Health” or the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.registered Commonwealth Health logo;

Excluded Assets. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, the Acquired Owned Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "Excluded AssetsEXCLUDED ASSETS"): (a) Any Contract that is not an Assumed Contractand all cash, bank deposits and other cash equivalents, certificates of deposits, marketable securities, cash deposits made by or on behalf of the Facility Owners to secure contract obligations (except to the extent included under Section 2.1(b)(iii) or Sunrise receives a credit therefor under Section 2.5). (b) All 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 (iincluding, without limitation, for indemnification) shares 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 capital stock 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 Seller such claims or securities convertible intocauses of action to the extent they are in the nature of enforcing a guaranty, exchangeable warranty or exercisable for shares of capital stock of any Sellera contract obligation to complete improvements, (ii) shares of capital stock make repairs 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 deliver services to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures)Facilities. (c) All preference prepaid expenses (and rights arising therefrom or avoidance claims 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 actions of Sellers(subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from any refunds due with respect to insurance premium payments to the extent they relate to such claims and actions arising under Sections 544 through 553insurance policies. After the Closing, inclusive, the placement of insurance shall be governed by the Bankruptcy CodeManagement Agreement. (df) Sellers' rights under this Agreement All tangible personal property disposed of or consumed at or in connection with the First Closing Facilities between the date hereof and all Consideration payable or deliverable to Sellers pursuant to 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 this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period. (g) All amounts due to Sellers from any Affiliate To the extent now or hereafter held by or issued in the name of Sellers SDI, SALII, SDI, Manager or their Affiliates (other than amounts due the Facility Owners) and not transferable or assignable under applicable law, all Licenses (and any renewals, extensions, amendments or modifications thereof), provided, however, that SDI and SALII shall, and shall cause Manager and the Affiliates of SALII and Manager, to Sellers from any Joint Venture)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, or such other party as Investor may direct. (h) All claims that Sellers may have against Any and all rights of SALI, or any third Person 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 Excluded Assetof the foregoing, and (iii) any additional such items acquired or used by SALI or its Affiliates in connection with the operation of the Facilities between the date hereof and the First Closing Date (collectively, the "INTELLECTUAL PROPERTY"), provided, however, that Investors or their Affiliates shall have the right to use the Intellectual Property in connection with the operation of the Facilities for so long as the Management Agreements with Manager govern operation of the Facilities. (i) All rights under insurance policies corporate minute books, corporate seals, stock transfer records and all rights other corporate records (except to the extent such records pertain primarily to or are used primarily in the nature operation of insurance, indemnification the Facilities) and contribution set forth on SCHEDULE 1.1(q)any records relating to Excluded Assets and to liabilities other than the Assumed Obligations. (j) All Personal property and assets listed on SCHEDULE 1.2(j) and any proceeds from of all officers or employees of Sunrise located in their respective personal offices at the disposition thereofFacilities.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, the Acquired Assets shall following properties, assets and rights (the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not include any included in the Purchased Assets: (i) all cash and cash equivalents of Sellers' rights, title or but excluding any security deposits; (ii) all ownership interests in the following each Seller and DSI’s ownership interest in Strategic; (iii) each Sellers’ articles of incorporation, bylaws, memorandum of association or articles of association, as applicable (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares of capital stock of any Seller or securities convertible into“Organizational Documents”), exchangeable or exercisable for shares of capital stock of any Sellerqualifications to conduct business as a foreign entity, (ii) shares of capital stock or equity or arrangements with registered agents relating to foreign qualifications, taxpayer and other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person and (iii) corporate identification numbers, seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, statutory books and records registers, and other documents relating to any of the Excluded Assets or solely to the organization, maintenance and existence of each Seller as a corporation or capitalization of any Seller or of any other Person company limited by shares, as applicable; (iv) other than the Joint Ventures). (c) All preference or avoidance VAT receivables, claims for and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating receive Tax refunds with respect to (i) Sellers or (ii) the Business for, or applicable to, any taxable period Tax periods (or portion portions thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for extent such Taxes were paid by Sellers, and Tax Returns with respect to Tax periods (or portions thereof) ending on or prior to the Closing Date, and any period.notes, worksheets, files or documents relating thereto; (gv) All amounts due receivables owed to Sellers from any Affiliate Shareholders, directors, officers, employees, consultants or Affiliates; (vi) the Purchase Price and all other rights of Sellers (other than amounts due under or pursuant to Sellers from any Joint Venture).this Agreement and the Ancillary Agreements; (hvii) All insurance policies owned or maintained by Seller and claims that Sellers may have against thereunder, including insurance policies on the lives of any third Person Shareholders, and the cash surrender values and prepaid premiums with respect to any Excluded Asset.such policies; (iviii) All rights under insurance policies the Employee Plans and all rights in the nature assets and contracts related thereto, and all assets held with respect thereto; and (ix) all other assets and properties of insurance, indemnification and contribution set forth Seller specifically listed or described on SCHEDULE 1.1(qSchedule 2.1(c)(ix). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any The following assets of Sellers' rights, title or interests in the following Seller (collectively, the "“Excluded Assets"): ”) are excluded from the Purchased Assets and shall remain Seller’s property after Closing: (a) Any Contract that is not an Assumed Contract. 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 PPP Loans, and the bank accounts; (b) All (i) shares of capital stock of any owned real property together with all right, title and interest held by Seller or securities convertible intoany of its Affiliates in the appurtenances, exchangeable or exercisable for shares of capital stock of any Sellerhereditaments, (ii) shares of capital stock or equity existing buildings or other ownership interest improvements, structures, parking facilities and fixtures located thereon and all reversions, remainders and rights of Sellers way appertaining to or otherwise benefitting such property; (other than the Joint Venture Interestsc) in any other Person minute book and (iii) corporate seals, minute books, charter documents, stock transfer equity records, record books, original Tax including taxpayer and financial records other identification numbers and such other files, 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 relating that Seller is required by 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 Contracts listed on Schedule 2.2 (collectively, the “Excluded Contracts”); (g) all Tax Returns and Tax refunds (or rights thereto); (h) all claims, demands, rights and remedies in connection with any of the Excluded Assets or the Retained Liabilities; (i) 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 organizationPrivileged Communications of any Seller Party; (m) any assets, existence refunds, credits, rebates, Contracts or capitalization 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 any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights Seller Party under this Agreement and any other Transaction Documents; and (o) all Consideration payable or deliverable to Sellers pursuant to the terms iPhones, iMacs, iPads and provisions of this AgreementApple Watches used by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets Seller shall not include any of Sellers' rightssell, title transfer or interests in assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (collectively, such assets being collectively referred to hereinafter as the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.all rights of Seller and Seller's Affiliates arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) All (i) shares all 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) 's rights 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 assets to the organization, existence or capitalization of any Seller or of any other Person (other than extent related primarily to Seller's tissue culture based urokinase product currently marketed under the Joint Venturesbrand Abbokinase(R).; (c) All preference all accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of Seller's Affiliates with respect to the Bankruptcy Code.Products existing at the Closing Date; (d) Sellers' all rights of Seller and Seller's Affiliates arising under this Agreement and all Consideration payable any active contract or deliverable to Sellers pursuant to the terms and provisions of this Agreement.agreement not set forth in Schedule 2.1(c); (e) All prepaid expenses all corporate minute books, stock records and deposits set forth Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on SCHEDULE 1.2(e).the Closing Date; (f) All rights to all real property, buildings, structures and improvements thereon, whether owned or claims for refundsleased by Seller or Seller's Affiliates, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period")and all fixtures and fittings attached thereto, including any interest those in the buildings designated by Seller as the M3, M3B, M6 and to any refund of any Taxes not relating to the Business for any period.M10 buildings in its North Chicago, Illinois location; (g) All amounts due all Intellectual Property of Seller or Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to Sellers from in clause (ii) of Section 2.1(b), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any Affiliate of Sellers variants thereof, the stylized ▇▇▇▇▇l "A," ▇▇▇ ABBOKINASE(R) trademark, and any Intellectual Property to the extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (other than amounts due which will be licensed to Sellers from any Joint VentureBuyer pursuant to the Patent License Agreement). (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets Seller shall not include any of Sellers' rightsretain its right, title or interests and interest in and to solely the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares all Contracts and other assets set forth in Section 1.1(b)(i) of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, the Disclosure Schedule; (ii) shares all cash and cash equivalents of capital stock or equity or other ownership interest Seller (including any certificates of Sellers (other than the Joint Venture Interests) in any other Person and deposit); (iii) all bank accounts other than those described in Section 1.1(a)(xvi); (iv) all prepaid Taxes and other Tax assets; (v) Seller’s leasehold or other rights to the Leased Real Properties, including any security deposits related thereto; (vi) all Legal Proceedings, causes of action, choses in action, rights of recovery, rights under all warranties, representations, indemnities, and guarantees made by any third party in favor of Seller, in each case, solely to the extent resulting in monetary recovery for any pre-Closing occurrence or omission which monetary recovery does not constitute a “make whole” payment for any diminution in value of any Purchased Asset which is not reflected in the Financial Statements; (vii) in the event any Contract of Seller that is required to be disclosed in Section 2.12(a) of the 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, minute booksstock ledgers and all of Seller’s Tax Returns (and any work papers related thereto), charter documentstaxpayer and other identification numbers, stock transfer records, record books, original Tax and financial records and such other files, books and records relating rights to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates refunds of Taxes relating related to (i) Sellers or (ii) the Business forany period, or applicable to, any taxable period (or portion thereof) , ending on or prior to the Closing Date or paid on or prior to the Closing Date; (ix) all assets sold or otherwise disposed of during the "Preperiod 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 extent that the right to recover under any such policy and benefits with respect thereto relate to the pre-Closing Tax Period"), including any interest diminution in and to any refund the value of any Taxes Purchased Asset which diminution is not relating reflected on the Financial Statements or otherwise reflected in the Final Closing Net Working Capital, such right to the Business for any period.recover and benefits with respect thereto shall be Purchased Assets; and (gxii) All amounts due the rights of Seller under this Agreement and the other Transaction Documents. Copies of all documents, agreements and other information related to Sellers from any Affiliate of Sellers (other than amounts due Excluded Assets shall be provided prior to Sellers from any Joint Venture)Closing to Purchaser. (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the The Acquired Assets shall not include any of Sellers' rights, title or interests in the following assets, properties and rights of Transferor, all of which shall be deemed retained by Transferor (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all cash and cash equivalents and marketable securities, other than those specified in Sections 2.01(a) and 2.01(b); (b) All the Letter of Credit Collateral (but subject to the 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) shares of capital stock of the right to be reimbursed for any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any SellerAdvances made by the Transferor prior to the Closing Date, (ii) shares of capital stock or equity or other ownership interest of Sellers (other those loans receivables that are being held for investment rather than being held for sale to the Joint Venture Interests) Agencies, which are listed in any other Person and Schedule 2.02(d)(ii), (iii) corporate sealsall 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, minute booksor its equivalent, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to of any of the Excluded Assets or Agency prior to the organizationClosing Date, existence which are listed on Schedule 2.02(d)(iii), or capitalization are moved into that category between the date of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and the Closing Date, and (iv) all Consideration payable 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 deliverable after the Closing Date (with any sums that are paid to Sellers pursuant Acquiror on or after the Closing Date but are allocable to periods before the terms and provisions of this Agreement.Closing Date to be remitted by Acquiror to Transferor); (e) All prepaid expenses other than those described in Section 2.01(q) and deposits set forth on SCHEDULE 1.2(esubject 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) All 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 or claims for refunds, overpayments or rebates refunds of Taxes relating that relate to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) periods ending on or prior to the Closing Date (or the "Pre-Closing Tax Period"), including any interest in and to any refund conduct of any Taxes not relating to the Business for any period. (g) All amounts due prior to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).Closing Date; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.all rights in connection with, and assets of, Benefit Plans; (i) All rights under insurance policies and all rights in of Transferor under this Agreement and the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Transaction Documents; (j) All property all claims of Transferor against Third Parties relating to Retained Liabilities; and (k) all of the Contracts, assets, rights and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereofclaims described in Schedule 2.02(k).

Excluded Assets. Notwithstanding anything herein to the contrary, Buyer expressly understands and agrees that the following assets and properties of the Sellers and their respective Affiliates (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) except as set forth in ‎Section 2.01(h), all cash and cash equivalents other than the Included Cash; (b) all permits and licenses not used or held for use primarily in the conduct of the Purchased Business or the Purchased Assets; (c) subject to ‎Section 2.01(o), the Insurance Policies; (d) all director and officer insurance policies and claims thereunder; (e) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, and all personnel files (except as set forth in ‎Section 2.01(l)) and minute books (and similar corporate records) of the Sellers and their Affiliates; (f) all rights of the Sellers arising under this Agreement or the transactions contemplated hereby (other than the rights of Alpha Natural Resources with respect to the Subsidiary Transfers, which shall constitute Purchased Assets); (g) all (i) refunds for Taxes incurred in a Pre-Closing Tax Period, including those relating to the Purchased Business or the Purchased Assets, and (ii) Tax Returns of the Sellers, in each case, together with all books and records (including working papers) exclusively related thereto (other than Tax Returns of a Continued Tax Group, which shall constitute Purchased Assets); (h) all Tax assets (other than any prepaid Taxes) and net operating losses of the Sellers (other than net operating losses or similar tax attributes of a Continued Tax Group, which shall constitute Purchased Assets); (i) subject to ‎Section 6.03, all Avoidance Actions, or proceeds thereof, against Persons not set forth on Schedule ‎2.01(n) and all Avoidance Actions, or proceeds thereof, that relate solely to the Excluded Assets; (j) all equity interests in the Subsidiaries of Alpha Natural Resources and all equity interests in ReorgCo Parent or ReorgCo; (k) the other assets, properties and rights set forth on Schedule ‎2.02(k) (the “Specifically Excluded Assets”); (l) the Leases (including all prepaid royalties and un-recouped minimum royalties thereunder) set forth on Schedule ‎2.02(l) (collectively, the “Excluded Leases”), and the Leased Real Property subject to the Excluded Leases; (m) all right, title and interest of the Sellers and their Affiliates now or hereafter existing, in, to and under all Contracts (including all collective bargaining agreements to which any of the Sellers or any of their Affiliates are bound), other than (i) the Assumed Leases, (i) the Assumed Contracts and (i) any contractual rights included in the Purchased Intellectual Property (collectively, the “Excluded Contracts”) (for the avoidance of doubt, operational permits and licenses are not addressed in this ‎Section 2.02(m)); (n) the Seller Name; (o) subject to ‎Section 5.04(b) and ‎Section 5.04(c), all of the Sellers’ and their Affiliates’ right, title and interest in, to and under any computer programs owned by any of the Sellers or any of their Affiliates, whether in source code or object code form (and including all related documentation); and (p) all assets and properties of the Sellers or any of their Affiliates that are not owned, held or used primarily in the conduct of the Purchased Business. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include if any asset or property is specifically identified in Sections any of Sellers' rights‎2.01(a) through ‎2.01(v), title a corresponding schedule or interests otherwise (e.g., by reference to the Liquidity Condition in ‎Section 2.01(d)), such asset or property will be deemed for purposes of this Agreement to be used or held for use primarily in the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) 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 conduct of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims Purchased Business and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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 therefore will be a Purchased Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary contained in this AgreementSection 1.2, the Acquired parties expressly understand and agree that the Purchased Assets shall not include include, and neither Seller nor any of Sellers' its Subsidiaries is hereunder selling, assigning, transferring or conveying to Purchaser any right to or interest in. any of the following assets, properties, rights, title contracts and claims, whether tangible or interests in the following intangible, real, personal or mixed (collectively, the "“Excluded Assets"”): (a) Any Contract all cash, cash equivalents, bank deposits, investment accounts, lockboxes certificates of deposit, marketable securities or similar cash items, of Seller or any Subsidiary (other than any Workers’ Compensation Cash Security), provided that is (i) cash and cash equivalents, deposits and restricted cash accounts owned or held by any of the Acquired Companies on the Closing Date shall not an Assumed Contract.be Excluded Assets to the extent that they are taken into account when calculating the Estimated Closing Date Cash and the Closing Date Cash and (ii) any Workers’ Compensation Cash Security shall not be taken into account when calculating Estimated Closing Date Cash and the. Closing Date Cash; (b) All any data and records (ior copies thereof) shares required to administer the Benefits of capital stock of Acquired Company Employees and Business Employees under 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 or of any other Person (other than the Joint Ventures).Employee Benefit Plan; (c) All preference or avoidance claims and actions of Sellers, including, without limitationexcept as provided in Section 1.7, any such and all insurance policies, binders and claims of Seller and actions arising under Sections 544 through 553any of its Subsidiaries (other than any Acquired Companies) and rights thereunder, inclusiveincluding with respect to any insurance settlement agreements, of and the Bankruptcy Code.proceeds thereof and all prepaid insurance premiums; (d) Sellers' rights under this Agreement subject to Section 7.7, all of Seller’s right, title and interest in the “▇▇▇▇,”, “Westvaco” and “MeadWestvaco” marks and any name, Trademark, trade dress, internet address, trade name, service ▇▇▇▇ or logo, or any derivation of any of the foregoing, together with all Consideration payable of the goodwill represented thereby, or deliverable to Sellers pursuant to pertaining thereto listed on Schedule 1.3(d), together with all patents and invention records listed on Schedule 1.3(d) (collectively, the terms and provisions of this Agreement.“Excluded IP Assets”); (e) All prepaid expenses the assets and deposits set forth contracts (other than real property, which is addressed in Section 1.3(i) below) listed on SCHEDULE 1.2(eSchedule 1.3(e).; (f) All rights any books, records and other materials that Seller or any of its Subsidiaries is required by Law to retain, all Tax Returns (including income tax returns) and all “MeadWestvaco” marked sales and promotional materials and brochures; (g) all claims, defenses, causes of action, choses in action or claims of any kind that are available to or claims for refundsbeing pursued by Seller or any of its Subsidiaries whether as plaintiff, overpayments claimant, counterclaimant or rebates of Taxes otherwise, to the extent relating to Excluded Assets or Excluded Liabilities; (h) all assets, business lines, properties, rights, contracts and claims of Seller or any Subsidiary (including any Acquired Company) not Related to the Business, including those listed on Schedule 1.3(h); (i) Sellers all real property, including mill facilities, waste disposal facilities, treatment operations and landfills, whether owned or leased, that are listed on Schedule 1.3(i) or that are not currently used or currently intended for future use in the Business, other than (subject to provisions of Section 6.12 with respect to the Timberlands and the provisions of Section 7.11 with respect to the Owned Real Property) any property listed on Schedule 1.2(a)(i), Schedule 1.2(a)(ii), Schedule 1.2(b)(i), Schedule 1.2(b)(ii), Schedule 4.9(a)(i), Schedule 4.9(c) and the Timberlands, whether or not currently used (the “Excluded Real Property”); (j) the Specialty Chemicals and Specialty Papers business as conducted by the Seller and its Subsidiaries (as described in Seller’s most recent Form 10-K filed with the U.S. Securities and Exchange Commission), including all assets relating primarily thereto; (k) all refunds or credits of or against any Excluded Taxes; and (1) except as set forth on Schedule 1.3(l), all intercompany receivables, payables, loans and investments (i) between Seller or any of its Subsidiaries (other than an Acquired Company), on the one hand, and Seller or any of its Subsidiaries (other than an Acquired Company), on the other hand, or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior required to the Closing Date (the "Pre-Closing Tax Period"), including any interest be settled in and to any refund of any Taxes not relating to the Business for any periodaccordance with Section 6.5. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets in no event shall not include any of Sellers' rightsSellers be deemed to sell, transfer, assign or convey, and Sellers shall retain all right, title or interests and interest to, in and under only the following assets, properties, interests and rights of Sellers (collectively, the "“Excluded Assets"”): (a) Any Contract any asset of Sellers that otherwise would constitute a Purchased Asset but for the fact that it is not an Assumed Contract.sold or otherwise disposed of in the Ordinary Course of Business of Sellers and in conformity with the terms and conditions of this Agreement, during the time from the Agreement Date until the Closing Date, or Purchaser otherwise agrees to such disposition; (b) all of Seller’s Cash and Cash Equivalents; (c) all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Seller, including any intercompany Indebtedness; (d) All leases pertaining to railcars; (ie) copies of any and all information not relating to the Business that is stored on Sellers’ computer systems, data networks or servers; (f) all agreements and contracts of Sellers other than the Assigned Contracts; (g) all Documents and all personnel records of Sellers’ employees that Sellers is required by Law to retain and is prohibited by Law from providing a copy thereof to Purchaser; (h) all shares of capital stock of any Seller or other equity interests issued by Sellers or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, (ii) such shares of capital stock or other 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 or of any other Person (other than the Joint Ventures).interests; (ci) All preference or any avoidance claims and actions or causes of Sellers, action under the Bankruptcy Code or applicable Law (including, without limitation, any such preference or fraudulent conveyance), and all other claims and actions arising or causes of action under Sections 544 through 553, inclusive, any other provision of the Bankruptcy Code.Code or applicable laws, solely relating to Excluded Assets; (dj) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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 Claims that Sellers may have against any third Person solely with respect to any Excluded Asset.Assets or any Excluded Liabilities; (ik) All Sellers’ rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to Sellers in connection with the transactions contemplated hereby, or any side agreement between Sellers and Purchaser entered into on or after the Agreement Date; (l) all current and prior director and officer insurance policies of the Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (m) the Sellers’ financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks that do not constitute Purchased Assets; (n) the properties and assets set forth on Schedule 1.2(n); and (o) all Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (p) all rights in the nature of insurance, indemnification and contribution Pension Plans; (q) excluded inventory as set forth on SCHEDULE 1.1(qSchedule 1.2(q).; (jr) All property except to the extent set forth on Schedule 1.2(r), any and assets listed on SCHEDULE 1.2(jall claims, prepayments, refunds, rebates, causes of action, rights of recovery, rights of set-off and rights of recoupment relating to or in respect of an Excluded Asset; (s) all rights and obligations under or arising out of all insurance policies relating to the Business or any proceeds of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies); (t) all Tax assets, tax credits, net of any liability (including all state and federal Tax refunds (or the right to such state and federal refunds of Taxes, whether claimed or unclaimed) for all taxable periods (or portions thereof), whether ending on, prior to, or after the Closing Date; and (u) all of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from the disposition thereofa workers’ compensation administrator or otherwise) in respect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to any Transferred Employee.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, the Acquired Assets shall do not include any of Sellers' rightsright, title or interests and interest of any Seller in the following (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.any cash and cash equivalents of the Sellers; (b) All the ITW Purchase Agreement (i) shares of capital stock except to the extent of any Seller or securities convertible intoAssigned Section 6.2(g) Rights and Benefits, exchangeable or exercisable for shares of capital stock of which are Acquired Assets), together with any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers and all Ancillary Agreements under and as defined in the ITW Purchase Agreement (other than the Joint Venture InterestsAcquired ITW Ancillary Agreements, the Assigned Transition Services Rights and Benefits and the Assigned Transitional Trademark License Rights and Benefits, which are Acquired Assets); (c) in any the charter, qualifications to conduct business, arrangements with registered agents, taxpayer and other Person and (iii) corporate identification numbers, seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records other documents relating to any of the Excluded Assets or to the organization, maintenance, and existence of each Asset Selling Subsidiary as a corporation or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellerslimited liability company, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.as applicable; (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant any Contract relating to the terms and provisions issuance of this Agreement.securities or governance of any Asset Selling Subsidiary; (e) All prepaid expenses any Contract to which any Asset Selling Subsidiary is a party that is not disclosed in Schedule 4.11 if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and deposits set forth on SCHEDULE 1.2(e).(ii) the assumption of such Contract by any Purchaser would, in such Purchaser’s reasonable determination, materially and adversely affect such Purchaser, unless Purchaser Parent gives written notice to Graco that it deems such Contract to constitute an Acquired Contract; (f) All rights to each Asset Selling Subsidiary’s books or claims for refunds, overpayments or rebates of Taxes records relating to internal corporate matters, Tax Returns and associated work papers through the Closing Date, and any other Books and Records of any Asset Selling Subsidiary to the extent not related to the Acquired Assets or the Liquid Finishing Business; (g) all books, documents, records and files of any Asset Selling Subsidiary prepared in connection with or relating in any way to the transaction covered by this Agreement or the Ancillary Agreements, including bids received from other parties and analyses relating in any way to the Liquid Finishing Business; (h) reimbursements or refunds owed to any Asset Selling Subsidiary for Taxes for which any Asset Selling Subsidiary is responsible under this Agreement; (i) Sellers any Asset Selling Subsidiary’s rights under any policies of insurance purchased by Graco or any Affiliate of Graco, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (j) all assets held with respect to any Asset Selling Subsidiary’s Employee Benefit Plans/Schemes (other than any assets held with respect to any Assumed Benefit Plans/Schemes, which are Acquired Assets); (k) all personnel, payroll, benefits, work authorization, and other associated necessary records related to any Hired Employee that any Asset Selling Subsidiary is not legally permitted to transfer to Purchasers; (l) all Intra-Liquid Finishing Business Intercompany Accounts Receivable, which accounts are subject to Section 6.1(i); (m) all Excluded Domain Names; (n) the Retained Section 6.2(g) Rights and Benefits, the Assigned Acquired Subsidiaries Section 6.2(g) Rights and Benefits, the Retained Transition Services Rights and Benefits and the Retained Transitional Trademark License Rights and Benefits; (o) all Liquid Finishing Transferred Employees; (p) all assets, properties, rights, claims, privileges, and interests of every kind and character (other than tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), which is separately addressed in Section 2.2(q), and other than Intellectual Property, which is separately addressed in Section 2.2(r)) and wherever located, in each case, relating to, used in, or arising out of: (i) the Powder Finishing Business, except to the extent that any such asset, property, right, claim, privilege, or interest is ordered pursuant to the Final Order to be divested by Graco; or (ii) the Business forGraco Liquid Finishing Business; (q) all tangible personal property (including machinery, or applicable toequipment, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools), including any interest wherever located, in and to any refund of any Taxes not relating to the 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. each case: (i) All rights under insurance policies primarily relating to, used in, or arising out of the Powder Finishing Business; or (ii) relating to, used in, or arising out of the Graco Liquid Finishing Business; (r) any Intellectual Property that is not Business Intellectual Property, including, but not limited to: (i) any and all rights in Retained Stray ▇▇▇▇▇▇▇▇ Powder IP; (ii) any and all Intellectual Property related to the nature of insurancePowder Finishing Business, indemnification and contribution except to the extent that any such Intellectual Property is DeKups Intellectual Property, is set forth on SCHEDULE 1.1(q).Schedule 1.2(a) or Schedule 1.4 or is ordered pursuant to the Final Order to be divested by Graco; and (iii) any and all Intellectual Property related to the Graco Liquid Finishing Business; (js) All property any asset identified on Schedule 2.2(s); (t) that certain Consent and assets listed on SCHEDULE 1.2(jRelease, dated June 6, 2013, by and among Graco, 3M Company and 3M Innovative Properties; and (u) the rights of any Seller under this Agreement and any proceeds from the disposition thereofAncillary Agreements.

Excluded Assets. Notwithstanding It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreementset forth herein, the Acquired Assets shall not include any of the Asset Sellers' rights’ right, title or interests interest in the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) 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 following (each, an “Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Asset”): (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) any assets (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those primarily used by the Asset Sellers in the conduct of, or otherwise primarily related to, the Business; (ii) the Business forassets, properties or applicable torights set forth on Schedule 1.1(c)(ii) attached hereto; (iii) the shares or other equity interests of any subsidiaries of either Asset Seller; (iv) the intercompany receivables from PKI Luxembourg held by PKI Germany and PKI Netherlands; (v) all cash and cash equivalents or similar type investments, any taxable period bank accounts, certificates of deposit, Treasury bills and other marketable securities; (vi) the contracts and agreements listed on Schedule 1.1(c)(vi) attached hereto; (vii) all insurance policies and all rights of the Asset Sellers to insurance claims, related refunds and proceeds thereunder; (viii) the rights which accrue or portion thereofwill accrue to PKI, the Equity Interest Sellers or the Asset Sellers under this Agreement; (ix) all refunds of Taxes (as defined in Section 2.9(a)) relating to all periods ending on or prior to the Closing Date determined pursuant to Section 8.2; (the "Pre-Closing Tax Period")x) all Business Benefit Plans and all assets, including any interest all insurance policies and contracts, relating to such Business Benefit Plans; (xi) all personnel and employment records, other than such personnel and employment records that relate to the New Buyer Employees (to the extent the same may be assigned or transferred without violation of law); and (xii) all actions, claims, causes of action, rights of recovery, choses in action and to any refund rights of setoff of any Taxes not kind arising before, on or after the Closing Date to the extent relating to the Business for any period. (gitems set forth above in this Section 1.1(c) 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 or to any Excluded Asset. Liabilities (i) All rights under insurance policies and all rights as defined in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(qSection 1.1(e)). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset forth herein, neither the City nor the Hospital are transferring, conveying or assigning to SEARHC, and SEARHC is not acquiring from the City or the Hospital, the Acquired Assets following assets, which shall not include any remain the property of Sellers' rights, title or interests in the following City after the Closing (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.All cash and cash equivalents (including, except as otherwise provided herein, Prepaid Expenses), including investments in marketable securities and certificates of deposit, and the accounts in which those assets are deposited; (b) All Contracts and contract rights identified on Schedule 1.2(b) (i) shares of capital stock of any Seller or securities convertible intocollectively, 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 or of any other Person (other than the Joint VenturesContracts”).; (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.Accounts Receivable; (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.All Agency Settlements; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).Employee Benefit Plans of any nature whatsoever applicable to the City’s or the Hospital’s employees who have provided services associated with the Business; (f) All The deposits, escrows, prepaid expenses or other advance payments, claims for refunds and rights to offset in respect thereof, of the City or claims for refunds, overpayments or rebates of Taxes the Hospital relating to (i) Sellers or (ii) the Business forand set forth on Schedule 1.2(f) (collectively, the “Prepaid Expenses”); (g) The corporate record books, minute books, corporate seals, and tax records of the City or applicable tothe Hospital; provided, any taxable period (or portion thereof) ending however that on or prior to the Closing Date (Effective Time, the "Pre-Closing Tax Period"), including any interest in and to any refund City will provide SEARHC with copies of any Taxes not relating to the 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).foregoing; (h) All claims personnel records and other books and records of any kind that Sellers may have against any third Person with respect the City is required by applicable Law to any Excluded Asset.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 rights under insurance policies and all rights in Claims of the nature of insuranceCity or the Hospital (whether ▇▇▇▇▇▇ or inchoate, indemnification and contribution set forth on SCHEDULE 1.1(q).known or unknown, contingent or otherwise) against third parties relating to the Excluded Assets; (j) All claims for refunds of Taxes, if any, and other governmental charges of whatever nature; (k) All Real Property of the City, other than the Real Property Leases; (l) The property and assets listed specifically described on SCHEDULE 1.2(jSchedule 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 (p) All provider numbers (including CCN and NPI numbers) related to any proceeds from Government Reimbursement Program associated with the disposition thereofBusiness other than those associated with the SNF and the HHA. For the avoidance of doubt the Medicare provider agreement associated with the CAH Hospital is an excluded asset.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Acquired Assets shall not include any following assets of Sellers' rightsSeller, title or interests in the following its Affiliates and/or other third parties (collectively, the "“Excluded Assets"):”) are not part of the sale and purchase contemplated hereunder, are excluded from the Transferred Assets and shall remain the property of Seller, its Affiliates and/or relevant third parties after the Effective Time: (a) Any Contract that is not an Assumed Contract.all assets listed on Schedule 2.6(a); (b) All (i) shares of capital stock of any Seller or securities convertible intoall cash, 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 cash equivalents 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 or of any other Person (other than the Joint Ventures).short-term investments; (c) All preference or avoidance claims all bank deposits and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.bank accounts; (d) Sellers' rights under this Agreement and all Consideration payable receivables, including accounts receivable or deliverable trade receivables owed to Sellers pursuant Seller (other than by CITERCO) by reason of deliveries made by Seller or on account of the Transferred Assets prior to the terms and provisions of this Agreement.Effective Time; (e) All prepaid expenses the financial books and deposits set forth on SCHEDULE 1.2(e).records of Seller, the personnel, employment and other records of Seller as to any current or former employee who is not a Transferred Employee, and the personnel, employment and other records of Seller as to any Transferred Employee that are not Books and Records; (f) All rights all minute books and similar materials related to or claims for refunds, overpayments or rebates maintenance of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in partnership records of Seller that are not Books and to any refund of any Taxes not relating to the Business for any period.Records; (g) All amounts due any Claims or other rights to Sellers from receive monies arising prior to or after the Execution Date which Seller or any Affiliate of Sellers (other than amounts due its Affiliates has or may have which are attributable to Sellers from any Joint Venture).its ownership of the Transferred Assets prior to the Effective Time; (h) All claims that Sellers may have against any third Person with those rights relating to non-banking deposits and prepaid expenses and Claims for refunds and rights to offset in respect to any Excluded Asset.thereof listed on Schedule 2.6(h); (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth Contracts listed on SCHEDULE 1.1(qSchedule 2.6(i).; (j) All all Claims for refund of Taxes and other governmental charges of whatever nature (including with respect to the Paulsboro Property Tax Dispute) relating to the period of time prior to the Effective Time; (k) all insurance policies and rights and Claims thereunder, except to the extent such rights and Claims relate to any Assumed Obligation; and (l) the Seller Benefit Plans. For the avoidance of doubt, all property and assets listed owned by an Affiliate of Seller and/or a third party that are located on SCHEDULE 1.2(ja part of the Land and which property or assets are leased to Seller in connection with the Business (1) shall remain the property of such third party and any proceeds from (2) are not a part of the disposition thereofTransferred Assets, except to the extent that Seller’s leasehold interest in such property or assets constitutes an Assumed Obligation.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following assets, whether owned by, held by or relating to Seller or any of its Subsidiaries (collectively, the "“Excluded Assets"):”); provided, that the assets described in clauses (b), (c), (f), (h), (j), (k) and (m) – (p) of this Section 2.2 that are owned by any Conveyed Entity shall be transferred together with such Conveyed Entity and shall not be Excluded Assets: (a) Any Contract that is not an Assumed Contract.cash, certificates of deposit and other cash equivalents (except as otherwise provided in Section 6.12); (b) All all rights of Seller or any of its Subsidiaries in any real property other than Owned Real Property and real property subject to a Real Property Lease; (c) all personal property, equipment and inventory not included in the Purchased Assets; (d) rights under the Contracts to which Seller or any of its Subsidiaries is a party which are not Assumed Contracts; (e) all rights to the names “Hess” and “▇▇▇▇ Oil” and related trademarks, service marks, trade dress, domain names and other indicia of origin and any other indicia of origin that is confusingly similar to the foregoing, subject to Seller’s agreement to allow for the continued use of any of the foregoing on a transitional basis pursuant to Section 6.16; (f) general books of account and books of original entry that comprise Seller’s or its Subsidiaries’ or Affiliates’ permanent Tax records, corporate minute books, stock books and related organizational documents and the Files and Records that Seller and its Subsidiaries are required to retain pursuant to any Law or Order and the Files and Records related exclusively to the Excluded Assets or Excluded Liabilities, except as set forth in Section 2.1(c); (g) all claims for refund or credit of Taxes and other Governmental Entity charges of whatever nature that are attributable to the period prior to the Closing Date, except to the extent included in the Closing St. Lucia Working Capital; (h) all Intellectual Property; (i) shares Seller’s or any of capital stock its Subsidiaries’ claims against Purchaser with respect to the Purchase (including under this Agreement) or relating to the Excluded Assets or the Excluded Liabilities or otherwise; (j) all Information Technology not specified in Section 2.1(d), including any Information Technology assets and Contracts for the use of any software and hardware and related Contracts with software and hardware vendors used by or for Seller or securities convertible into, exchangeable or exercisable for shares any of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers (its Subsidiaries with respect to business units other than the Joint Venture InterestsTerminal Operations, subject to Seller’s agreement to allow for the continued use of any of the foregoing on a transitional basis pursuant to Section 6.16; (k) all current and prior insurance policies 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, except as otherwise provided in Section 6.12; (l) all claims, defenses and rights of offset or counterclaim (at any time or in any other Person and (iiimanner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) 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 Liabilities; (m) the accounts receivable and pre-paid assets of the Terminal Operations; (n) sales literature, promotional literature, and other selling and advertising materials used in connection with the Terminal Operations, in each case whether in hard copy or electronic format; (o) all assets of Seller and its Subsidiaries not used exclusively in connection with the Terminal Operations to the organizationextent not otherwise included in the Purchased Assets; (p) the North Jersey Public Service Pipeline; (q) any interests in the Syracuse Terminal and assets relating to the Syracuse Terminal, existence or capitalization of in each case owned by any Seller or of any other Person Third Party; (r) the East Coast Hydrocarbon Inventory, the East Coast Tank Bottoms and the St. Lucia Hydrocarbon Inventory (other than the Joint VenturesPurchased St. Lucia Hydrocarbon Inventory).; (cs) All preference all Improvements, Personal Property, Parts Inventory, Information Technology and other assets that are subject to the Port Reading Decommissioning and any materials generated by the Port Reading Decommissioning; (t) all toy trucks and related inventory which is located at any Terminal; and (u) all emissions allowances or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, credits associated with the closing of the Bankruptcy CodePort Reading Refinery. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"”): (a) Any Contract all contracts, licenses and leases that is are not an Assumed Contract.Assigned Contracts; (b) All (i) shares of capital stock of any Seller or securities convertible intothe seals, 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 sealsorganizational documents, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other filestax returns, books and of account or other records relating having to any do with the organization of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).TOWNSHIP; (c) All preference cash and cash equivalents, including (i) accounts receivable and amounts earned by the TOWNSHIP but not yet billed attributable to services rendered by the TOWNSHIP as of or avoidance claims before the Settlement Date, except with respect to amounts not yet billed, TOWNSHIP and actions of SellersAUTHORITY shall cause staff, includingon the Settlement Date or within seven (7) days following the Settlement Date, without limitationto conduct meter readings for TOWNSHIP customers in order to issue final bills by TOWNSHIP, any such claims to be followed by subsequent initial bills to be issued by the AUTHORITY on a staggered basis, thirty (30), sixty (60) and actions arising under Sections 544 through 553ninety (90) days following Settlement, inclusivewith AUTHORITY bills to be issued thereafter on a quarterly basis, that is, ninety days after issuance of the Bankruptcy Codeinitial bills to each of the three billing groups and continuing on a quarterly basis. The AUTHORITY shall make appropriate adjustments to the bills in order to effectuate the rate reduction consistent with the terms of this Agreement.; (d) Sellers' all insurance policies of the TOWNSHIP and all rights to applicable claims and proceeds thereunder; (e) all rights to any outstanding lien related to non-payment by a System customer existing at or before the Settlement Date and all actions, suits or claims of any nature available to or being pursued by the TOWNSHIP, whether arising by way of counterclaim or otherwise; (f) all assets, properties and rights used by the TOWNSHIP other than those which primarily relate to the operations of the System, including sanitary sewer and stormwater assets and related real property; (g) the assets, properties and rights that are not related to the operation of the System; and (h) the rights which accrue or will accrue to the TOWNSHIP under this Agreement and all Consideration payable any related agreement, exhibit or deliverable to Sellers pursuant to the terms and provisions of this Agreementschedule. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything contained herein to --------------- the contrary in this Agreementcontrary, the Acquired Assets shall not include include, and Bank will not, and will not cause any Affiliate to, transfer to BAMSI and BAMSI will not accept any of Sellers' rights, title or interests in the following (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares Books of capital stock of original financial entry and internal accounting documents and records relating to 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 Asian Business and 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 Asian Business that Bank is required to retain pursuant to statute, rule or regulation, but BAMSI in such event shall have the right to inspect and copy for any proper purpose; (b) Any assets of the Excluded Assets or to the organizationemployee benefit plans, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Plan Assets; (c) All preference rights to refunds of all federal, state, local, foreign and provincial income, capital gains, gross receipts, profits, property, transfer, sales, mercantile, value added, capital stock, franchise or avoidance other taxes, including estimated taxes relating thereto and any interest and penalties imposed thereon (collectively, "Taxes") relating to the Assets or the Asian Businesses to the extent such Taxes relate to a period commencing prior to the Closing and were not paid by BAMSI; (d) Any of the right, title and interest in the bank accounts of the Asian Businesses, subject to Section 5.3; (e) Policies of insurance, fidelity, surety or similar bonds and the coverages afforded thereby; (f) Any assets of Bank or any Affiliate thereof not primarily related to or used primarily by an Asian Business as conducted prior to the Closing for such Asian Business; and (g) All rights, causes of action and claims and actions to the extent arising out of Sellersany of the Excluded Assets described in paragraphs (a) through (g) hereof or any of the Retained Liabilities (as hereinafter defined), including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to reimbursement for damages, fees or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any periodexpenses. (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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementgenerality of Section 1.1, those assets, properties and rights of Seller and its Affiliates described below, together with any assets described on Schedule 1.2 of the Acquired Assets Seller Disclosure Letter, shall not include any be retained by Seller or an Affiliate of Sellers' rights, title or interests in Seller as the following case may be (collectively, the "“Excluded Assets"):”) and shall not be conveyed to Buyer: (a) Any Contract that is not an Assumed Contract.all Accounts Receivable as of the Cutoff Date and all Medicare and Medicaid incentive payments (“EHR Funds”) for meaningful use of electronic health record technology (inclusive of any EHR Funds received by Seller in or with respect to its fiscal year ending June 30, 2011), in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (b) All all cash, cash equivalents, marketable securities and rights to bank accounts existing as of the Cutoff Date; (ic) shares all deposits, advances, pre-paid expenses and credits existing as of capital stock the Cutoff Date (collectively, the “Seller Deposits”); (d) the names SunLink, SunLink Health Systems, SunLink Healthcare and HealthMont of Georgia and all iterations thereof; (e) any Seller Permit that by its terms or securities convertible intoby law is not transferable to Buyer; (f) all receivables, exchangeable or exercisable for shares claims and settlements made pursuant to the Indigent Care Trust Fund of capital stock the State of any Georgia (“ICTF”) paid with respect to the State of Georgia’s fiscal year ending June 30, 2012; (g) the charter documents of the 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 documentsstock ledgers, stock transfer records, record books, original Tax and financial records and such other filestax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller; (h) any rights to causes of action, lawsuits, judgments, claims, defenses, and demands, of any nature available to or being pursued by the Seller with respect to the Excluded Assets or to the organization, existence Excluded Liabilities (as defined below) whether or capitalization of any Seller not accrued and whether or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement not disclosed and all Consideration payable rights and defenses in respect of obligations or deliverable to Sellers pursuant to liabilities not assumed by the terms and provisions of this Agreement.Buyer; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers all refunds, loss carryforwards, claims and defenses, of whatever nature relating to taxes (including without limitation any interest or (iipenalties and amounts due state unemployment authorities) the Business for, or applicable to, insurance arising during or relating to any taxable period (or portion thereof) ending on or prior to the Closing Date Closing; (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not j) all Seller records relating to the Business for any period.Excluded Assets and Excluded Liabilities (as defined below); (gk) All amounts due to Sellers from any Affiliate all ownership and other rights in connection with and the assets of Sellers (other than amounts due to Sellers from any Joint Venture).Seller’s or its Affiliates’ employee benefit plans, and contracts or agreements related thereto; (hl) All all rights to proceeds from liability insurance policies relating to claims that Sellers may have against any third Person arising with respect to any Excluded Asset. Assets or Excluded Liabilities (ias defined below) All rights under insurance policies and all rights in to proceeds of property casualty insurance paid to Seller or, payable to Seller to the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).extent such amounts reimburse Seller for amounts previously expended to repair or replace any Purchased Asset; (jm) All property and assets listed on SCHEDULE 1.2(j) 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 proceeds from related Contracts and authorizations; (n) all rights of Seller under this Agreement and its related documents; (o) the disposition thereofContracts, Equipment and other tangible personal property described on Schedule 1.2 of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded ReShape Assets"):”) shall not be part of the sale and purchase contemplated hereunder, and are excluded from the ReShape IGB Assets, and shall remain the property of Apollo after the Closing: (a) Any Contract that is any assets of ReShape or its Affiliates, not an Assumed Contract.exclusively used in the ReShape IGB Business; (b) All (i) shares any Tax Returns and Tax records of capital stock ReShape, and all Tax assets of any Seller or securities convertible intoReShape and its Affiliates, exchangeable or exercisable for shares of capital stock of any Sellerincluding all losses, (ii) shares of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interests) in any other Person loss carryforwards and (iii) corporate sealsrights to receive refunds, minute bookscredits, charter documentsadvance payments, 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 loss carryforwards to the organization, existence or capitalization extent attributable to Taxes of any Seller or of any other Person (other than the Joint Ventures).ReShape that constitute Excluded ReShape Liabilities; (c) All preference or avoidance claims insurance policies and actions of SellersClaims thereunder, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of in each case relating to the Bankruptcy Code.ReShape IGB Business prior to Closing; (d) Sellers' rights under this Agreement and all Consideration payable cash, cash equivalents and/or Accounts Receivable of ReShape or deliverable to Sellers pursuant to the terms and provisions any of this Agreement.its Affiliates; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).all real property interests of ReShape or any of its Affiliates; (f) All rights to any assets of ReShape or claims for refundsany of its Affiliates, overpayments tangible or rebates of Taxes relating to (i) Sellers or (ii) intangible, wherever situated, not included in the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.ReShape IGB Assets; (g) All amounts due to Sellers from all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any Affiliate of Sellers (its Affiliates other than amounts due to Sellers from any Joint Venture).the ReShape IGB Books and Records; (h) All all claims that Sellers may have against any third Person with respect and counterclaims relating to any Excluded Asset.ReShape Liabilities or Excluded ReShape Assets; and (i) All all claims, remedies and/or rights of ReShape under insurance policies and all rights in the nature terms of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)this Agreement or any Transactional Agreement. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, the Acquired Assets Sellers shall not include any of Sellers' rightsbe deemed to sell, transfer, assign, convey or deliver, and Sellers will retain all right, title or interests and interest to, in and under the following assets, properties, interests and rights of Sellers and their Affiliates (collectivelywhether owned, licensed, leased or otherwise) (the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract. (b) All (i) shares of capital stock of any Seller or securities convertible intothe organizational documents, 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 corporate records 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 in each case to any of the Excluded Assets or extent solely pertaining to the organization, existence or capitalization of Sellers; (b) any Seller (i) records, documents or other information solely to the extent relating to current or former Employees who is not or does not become a Transferred Employee and any materials to the extent containing information about any Employee, disclosure of which would violate applicable Law and (ii) all attorney-client privilege and attorney work-product protection of Sellers or associated with their businesses solely to the extent arising with respect to legal counsel representation of Sellers or its Affiliates or their businesses in connection with the transactions contemplated by this Agreement or any other Person of the Transaction Documents (other than such documents described in clauses (i) and (ii), collectively, the Joint Ventures“Excluded Records”).; (c) All preference or avoidance claims and actions of Sellers, including, without limitationsubject to Section 2.05, any such claims Contract that is not a Purchased Contract and actions arising under Sections 544 through 553Contracts with Affiliates of Sellers (collectively, inclusive, of the Bankruptcy Code.“Excluded Contracts”); (d) Sellers' rights under all rights, claims or causes of action that accrue or will accrue to any Seller or any of their Subsidiaries pursuant to this Agreement and all Consideration payable or deliverable to Sellers pursuant to any of the terms and provisions of this Agreement.other Transaction Documents; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(esubject to Section 2.01(q)., all Tax attributes that are not transferred by operation of applicable Tax Law; (f) All rights to other than the Purchased Shares, all shares of capital stock or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund other equity interests of any Taxes not relating to the Business for Seller or any period.Subsidiary of any Seller; (g) All amounts due to Sellers from any Affiliate Seller Plans set forth on Section 2.03(g) of Sellers the Disclosure Schedules (other than amounts due to Sellers from any Joint Venturethe “Excluded Plans” which such Excluded Plans include, in all events, all equity incentive plans and grants thereunder)., together with all funding arrangements related thereto (including all assets, trusts, insurance policies and administrative service Contracts related thereto), and all rights and obligations thereunder; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.all Retained Cash (if any) and the Wind-Down Amount; (i) All rights under insurance policies and all rights in proceeds received from the nature sale or liquidation of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).any other Excluded Assets; (j) All property all director and assets listed on SCHEDULE 1.2(jofficer insurance policies (including, for the avoidance of doubt, all current and prior director and officer insurance policies), and all rights and benefits of any nature of Sellers with respect thereto (including any claims arising under such policies and all credits, premium refunds, proceeds, causes of action or rights thereunder) (k) all rights of any Seller against any current or former directors, officers, members, members, partners, shareholders, managers, advisors or other professionals of such Seller, including any Proceedings and Claims (“D&O Claims”); and (l) any deposits, escrows, surety bonds or other financial assurances and any proceeds from cash or cash equivalents securing any surety bonds or financial assurances, in each case, to the disposition thereofextent solely relating to the Excluded Assets or the Excluded Liabilities.

Excluded Assets. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, the Acquired following Assets shall not include any of Sellers' rights, title or interests in TribalRides existing on the following Closing Date (collectively, the "Excluded Assets"):) are excluded from the Purchased Assets and shall remain the property of TribalRides after the Closing: (a) Any Contract that is not an Assumed Contract. (b) All (i) shares all Retained Liabilities, which shall consist of capital stock 100% of any Seller or securities convertible into, exchangeable or exercisable for shares the liabilities of capital stock of any Seller, TribalRides; (ii) shares all minute books, seals, equity record books and equity transfer records of capital stock TribalRides and Tax Returns and Tax records of TribalRides and the books and records of TribalRides; (iii) all personnel records and other records that TribalRides is required by law to retain in its possession; (iv) all right, title or equity or other ownership interest of Sellers (TribalRides under any Contract, other than the Joint Venture InterestsAssumed Contracts; (v) all commissions, trade accounts payable and all trade debts payable by TribalRides; (vi) the right of TribalRides to claim for net refunds of income Taxes or gross receipts Taxes of TribalRides in excess of deficiencies for 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 period or with respect to any of the Excluded Assets event, adjustment or occurrence prior to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).Closing Date; (cvii) All preference or avoidance claims prepaid Taxes, refunds of Taxes and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to Tax loss carry forwards including interest thereon or claims therefor for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) thereof ending on or prior to the Closing Date Date; (viii) all insurance policies of the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating TribalRides to the Business for any period.extent not transferable; (gix) All amounts due to Sellers from any Affiliate refunds of Sellers (other than amounts due to Sellers from any Joint Venture). (h) All claims that Sellers may have against any third Person insurance premiums with respect to any Excluded Asset.of TribalRides’ insurance policies; and (ix) All rights under insurance policies and all rights in of TribalRides under this Agreement, including with respect to the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Purchase Price. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything herein to the contrary in this Agreementcontrary, there shall be excluded from the Acquired sale, conveyance, assignment or transfer from the Asset Sellers to Buyers hereunder, and the Purchased Assets shall not include any of Sellers' rightsinclude, title or interests in the following assets (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.cash and cash equivalents of any Asset Seller, including any investment securities and other short- and medium-term investments of any Asset Seller; (b) All (i) shares of capital stock all trade accounts receivable and other rights to payment from customers of any Asset Seller or securities convertible into, exchangeable or exercisable for shares of capital stock 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, (ii) shares of capital stock or equity remedy 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 right related to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person foregoing (other than the Joint Ventures“Accounts Receivable”).; (c) All preference or avoidance claims and actions of Sellersreal property owned by any Asset Seller, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of including the Bankruptcy Code.real property relating to the Altoona Facility; (d) Sellers' any real property lease rights under this Agreement of any Asset Seller, except for the Plant B Lease and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.Georgia Lease; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(eContracts to which any Asset Seller is party or bound that are not Assigned Contracts (the “Excluded Contracts”).; (f) All the rights to that accrue or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and will accrue to any refund of any Taxes not relating to Asset Seller under the Business for any period.Transaction Documents; (g) All amounts due to Sellers from all refunds of Taxes of any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).Asset Seller; (h) All claims that Sellers may have against all Tax Returns (and related work papers and work product) of any third Person with respect to any Excluded Asset.Asset Seller; (i) All rights under insurance policies and all rights the Seller Trademarks not assigned in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).connection herewith; (j) All property and assets listed on SCHEDULE 1.2(j) all Seller Benefit Plans and any proceeds from 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 disposition thereofClosing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (m) any Permits of any Asset Seller, including Environmental Permits, not specifically assigned in connection herewith; (n) all Excluded Plant A Inventory as of the Closing; (o) the Asset Seller Corporate Books; (p) the Excluded UPC Codes; and (q) any other asset owned, leased or licensed by any Asset Seller that is not included in the Purchased Assets.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired The Purchased Assets shall not include any of Sellers' rightsinclude, title Seller shall not sell, transfer or interests in assign to Buyer and Buyer shall not purchase or acquire from Seller, the following (collectively, the properties and assets expressly excluded by this Section 1.2 being referred to herein as the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract.any of Seller's real property, leasehold rights thereto or any fixtures or improvements thereon; (b) 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 Seller's manufacturing equipment (to the organization, existence or capitalization of any Seller or of any other Person (other than extent not included in the Joint VenturesPurchased Assets under Section 1.1(g).); (c) All preference or avoidance claims any of Seller's cash, bank deposits and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, similar bank items existing as of the Bankruptcy Code.opening of business on the Closing Date; (d) Sellers' rights under this Agreement and all Consideration payable any of Seller's accounts receivable or deliverable to Sellers pursuant to other accounts existing as of the terms and provisions opening of this Agreement.business on the Closing Date; (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to any claim, right or claims for refunds, overpayments or rebates interest of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest Seller in and to any refund of for Taxes, together with any Taxes not relating interest due Seller thereon, for any periods prior to the Business for Closing Date; (f) all assets attributable or related to any period.Benefit plan; (g) All amounts due to Sellers from any Affiliate all of Sellers Seller's rights under all contracts and agreements which are not Contracts or Licenses (other than amounts due to Sellers from any Joint Ventureeach as defined herein) (the "Excluded Contracts").; (h) All all of the rights, claims that Sellers may have or causes of action of Seller against any third Person with respect Persons to any the extent they relate to Excluded Asset.Assets or Excluded Liabilities (i) All rights under insurance policies and all rights in any asset of Seller which is not among the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).Purchased Assets; and (j) All property and assets all of the items listed on SCHEDULE Schedule 1.2(j) and any proceeds from the disposition thereof).

Excluded Assets. Notwithstanding anything to Each of Buyer and VS Holdco, on behalf of itself and each other Acquired Company, expressly understands and agrees that (i) all assets, properties and businesses of Parent and its Subsidiaries that are not included in the contrary Transferred Assets and (ii) the following assets, properties and businesses of Parent and its Subsidiaries (regardless of whether they are owned, held or used in this Agreementeach case primarily in the conduct of the Business) (the items in clauses (i) and (ii), the Acquired Assets shall not include any of Sellers' rights, title or interests in the following (collectively, the "“Excluded Assets"):”) shall be excluded from the Transferred Assets: (a) Any Contract that is not an Assumed Contract.all of the equity interests of any Person, other than the Transferred Equity Interests and the equity interests of any Acquired Company; (b) All (i) shares except as set forth in Section 2.02(c), all Cash 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 Parent 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 or of any other Person (other than the Joint Ventures).its Subsidiaries; (c) All preference or avoidance claims all insurance policies of Parent and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code.its Subsidiaries; (d) Sellers' rights under all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby and all Consideration payable or deliverable to Sellers pursuant to minute books and corporate records of Parent and its Subsidiaries (the terms and provisions of this Agreement.“Retained Records”); (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).all rights of Parent arising under this Agreement or the transactions contemplated hereby; (f) All rights to all Intellectual Property Rights owned by Parent or claims for refunds, overpayments or rebates any of Taxes relating to (i) Sellers or (ii) its Subsidiaries that are not included in the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period")Transferred IP, including any interest in all Retained Marks and to any refund the Intellectual Property Rights set forth on Section 2.03(f) of any Taxes not relating to the Business for any period.Parent Disclosure Schedule; (g) All amounts due subject to Sellers Section 5.01(b), any Transferred Assets sold or otherwise disposed of in the ordinary course of business during the period from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the date hereof until the Closing Date; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.the assets, properties and businesses set forth on Section 2.03(h) of the Parent Disclosure Schedule; and (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Excluded Distribution Center Equipment. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary Buyer will not acquire from Sellers any assets not specifically included in this Agreement, the Acquired Assets shall not include any of Sellers' (the “Excluded Assets”), all rights, title or titles and interests in which shall be retained by Sellers. Notwithstanding the following (collectivelyprovisions of Section 2.1 above and for the avoidance of doubt, the "Excluded Assets"): (a) Any Contract that is not an Assumed Contract. (b) All Assets shall include, without limitation, the following: (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 cash 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 cash equivalents of the Excluded Assets or to Business as of Closing, except for amounts in the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims advertising and actions of Sellersmarketing fund collected from franchisees, including, without limitation, any such claims 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 actions arising under Sections 544 through 553other identification numbers, inclusiveand 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 Bankruptcy Code. Business that is not otherwise included in the Acquired Assets; (div) Sellers' accounts, notes, and other receivables in favor of each Seller arising from or relating to the operation of the Business prior to Closing, together with all collateral security for such accounts receivables, and rights under this Agreement to collect payment thereon; (v) deposits, prepaid expenses (except as set forth in Section 2.5 below), and all Consideration refunds related to payments by 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 or deliverable by a franchisee to Sellers pursuant to the terms and provisions of this Agreement. an Acquired Contract governing a franchise location not listed on Exhibit B (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refundssuch location, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"a “New Store”), including any interest in and to any refund of any Taxes not relating to less the 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 New Store Expenses with respect to any Excluded Asset. each such New Store; (iix) All rights under each Seller’s insurance policies and all their respective rights in thereunder; and (x) rights of each Seller under this Agreement or the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Transaction Documents. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementThose assets of Sellers described below, the Acquired Assets together with any assets described on Schedule 1.2 hereto, shall not include any of Sellers' rights, title or interests in the following be retained by Sellers (collectively, the "“Excluded Assets"):”) and shall not be conveyed to Buyers: (a) Any Contract that is not an Assumed Contract.cash, cash equivalents and marketable securities (except p▇▇▇▇ cash); (b) All (i) shares all accounts receivable accrued and existing in respect 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 services rendered prior to the organizationEffective Time (hereinafter defined), existence whether billed or capitalization of any Seller unbilled, recorded or of any other Person (other than the Joint Ventures).unrecorded, with collection agencies or otherwise; (c) All preference or avoidance claims and actions all amounts payable to Sellers in respect of Sellers, third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, retrospective payment of claims that are the subject of CMS Recovery Audit Contractor (“RAC”) appeals, all payments associated with any Medicare accountable care organizations (“ACOs”), clinically integrated networks (“CINs”), or the Medicare Comprehensive Care for Joint Replacement Model (“CJR”), and all payments for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State of Tennessee’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Virtual and Statutory Disproportionate Share (“DSH”), (iii) charity payments, and (iv) Directed Payment Program (“DPP”)), and all appeals and appeal rights of Sellers relating to such claims and actions arising under Sections 544 through 553settlements, inclusiveincluding cost report settlements, of for periods prior to the Bankruptcy Code.Effective Time; (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions extent that the applicable Buyer does not need the same in connection with the operation of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to the Hospital or claims for refundsthe Facilities or in connection with the defense of any claims, overpayments or rebates all records of Taxes Sellers relating to (i) Sellers or litigation files and records, cost report records relating to periods of time prior to Closing, Tax Returns and minute books, and (ii) the Business forExcluded Assets and Excluded Liabilities, as well as all records which by law Sellers are required to maintain in their possession; (e) prepaid insurance, prepaid assets dedicated to Sellers’ benefit plans and any reserves or applicable toprepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums); (f) the tradename “Tennova” and any variants thereof, including those variants identified on Schedule 1.2(f) (the “Excluded Tennova Marks”), and any taxable period and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “CHS,” “Community Health Systems,” “HMA” or any variants thereof or any other names which are proprietary to Seller or its Affiliates (together with the Excluded Tennova Marks, collectively, the “Excluded Marks”); (g) any computer software, systems and programs which are proprietary to Sellers or portion thereoftheir Affiliates; (h) ending on receivables from or obligations with Sellers or their Affiliates; (i) Sellers’ insurance proceeds arising from pre-Effective Time incidents and Sellers’ assets held in connection with any self-funded insurance programs and reserves, if any; (j) any claims of Sellers against third parties to the extent that such claims relate to the operation of the Facilities prior to the Closing Date 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 "Pre-Closing Tax Period"“CARES Act”), including any interest in and to any refund amount received from the U.S. Department of any Taxes not relating to the Business for any period.Health & Human Services (“Provider Relief Funds”); and (gt) All amounts due to Sellers from any Affiliate all rights of Sellers (other than amounts due to Sellers from any Joint Venture)under this Agreement and its related documents. (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset forth herein, the Acquired Purchased Assets shall not include any of Sellers' rights, title or interests in the following assets, properties and rights of the Seller (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.ownership and other rights with respect to any Seller Benefit Plan; (b) All (i) shares the articles of capital stock incorporation and bylaws of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any the 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 documentsstock ledgers and other records of capitalization, stock transfer recordsqualifications to conduct business, record bookstaxpayer and other identification numbers, original Tax Returns, Tax information, Tax records related to the Seller or any of the Seller’s Affiliates, corporate seals and financial records any other document relating to the organization, maintenance and such existence of the Seller; (c) all Personal Property set forth on Schedule 2.2(c) (the “Excluded Personal Property”); (d) those Contracts set forth on Schedule 2.2(d) (the “Excluded Contracts”) and any other filesContracts not listed on Schedule 2.1(d); (e) causes of action, books lawsuits, judgments, claims and records demands relating to any of the Excluded Assets Liabilities or to the organizationExcluded Assets, existence whether arising by way of counterclaim or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e).otherwise; (f) All all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights to or claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any period.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) All amounts due the rights that accrue to Sellers from any Affiliate of Sellers (other than amounts due the Seller hereunder and under the Ancillary Agreements to Sellers from any Joint Venture).which the Seller is a party; (h) All claims that Sellers may Taxes and installments of Taxes paid by the Seller and all rights to Tax credits and refunds of Taxes paid by the Seller, whether paid directly by the Seller or indirectly by a third party on the Seller’s behalf, regardless of whether such rights have against any third Person with respect to any Excluded Asset.arisen or hereafter arise; (i) All rights under insurance policies corporate records, including, but not limited to, the Seller’s minute book and all rights stock record book (but not including records of the Business relating to operation of the Business described in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(qSection 2.1(i).); (j) All property all records prepared in connection with the sale of the Purchased Assets, including bids received from third Persons and assets listed 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; (m) any equity interest in any Person and the assets, properties and rights identified on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.Schedule 2.2(m); and

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, except as set forth below, the Acquired Assets shall not include any assets, properties, rights or interests, whether or not relating to the Product, other than those specifically listed or described in Section 2.1 and, without limiting the generality of Sellers' rightsthe foregoing, title or interests in the Acquired Assets shall expressly exclude the following assets of Reliant and its Affiliates (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.all rights of Reliant and its Affiliates arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) All (i) shares of capital stock of any Seller or securities convertible intoall rights, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership title and interest of Sellers (other than Reliant and its Affiliates in and to 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 Product outside of the Excluded Assets Territory (including the right 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 organization, existence or capitalization Ethypharm Agreement Transfer Agreement and the Assignment of any Seller or of any other Person (other than the Joint Ventures).Settlement Agreement; (c) All preference all rights of Reliant and its Affiliates related to any Excluded Combination Product (it being agreed that any such rights transferred to Oscient pursuant to the Ethypharm Transfer Agreement shall, pursuant to the terms of such agreement, be granted back, licensed or avoidance claims sublicensed to Reliant such that Reliant retains exclusive (even as to Oscient) rights therein); (d) all rights of enforcement, indemnification and actions similar matters under the Assigned Contracts and Orders related to any periods prior to Closing; (e) all rights of SellersReliant and its Affiliates in and to any Intellectual Property, whether now existing or hereafter developed or acquired (including the Reliant Brands) other than the Product Intellectual Property; (f) all rights of Reliant and its Affiliates in and to the Packaging Agreement except as otherwise assigned to Oscient pursuant to the Packaging Agreement Assignment; (g) all Accounts Receivable; (h) all cash (including, without limitation, cash on hand and cash in transit), cash equivalents, bank deposits, marketable securities and any advances, pre-payments, deposits or holdbacks under any contracts related to the Product; (i) except to the extent included in the Acquired Assets, all books, documents, records and files (i) prepared in connection with or relating to the transactions contemplated by this Agreement, including, without limitation, any such claims confidentiality agreements with, and actions arising under Sections 544 through 553bids received from, inclusiveother parties and strategic, financial or Tax analyses relating to the divestiture of the Bankruptcy Code. (d) Sellers' rights under this Agreement Acquired Assets, the Assumed Liabilities and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refundsProduct, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business formaintained by Reliant or its Affiliates and/or its representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements, or applicable to(iii) that constitute attorney work product, attorney-client communications and other items protected by privilege; provided, however, that Oscient receive a copy of any taxable period such records described under clause (or portion thereofii) ending on or prior solely to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating extent related to the Business Product as necessary for any period. (g) All amounts due to Sellers from any Affiliate of Sellers (Tax, accounting, litigation or 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) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).reasonable business purposes; (j) All property all rights to refunds of Taxes paid through the Closing Date; (k) all insurance policies and assets listed on SCHEDULE 1.2(j) claims thereunder and any proceeds claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the disposition thereofProduct manufactured by or on 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 anything to the contrary in this Agreement, the Acquired Assets Sellers shall not include grant, sell, transfer, convey, assign or deliver, and Buyer shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in any of the following assets, properties, rights or interests of Sellers or any of Sellers' rights’ Affiliates, title or interests in which are expressly excluded from the following Transferred Assets and are not to be acquired by Buyer pursuant to this Agreement (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.any assets, properties, rights or interests primarily related to the Retained Business, including the Retained Products; (b) All any assets, properties, rights or interests primarily related to the Excluded Business (iincluding materials, prototypes, tools, supplies, vehicles, furniture, fixtures, information technology assets, improvements to property and other tangible assets located at the Business Leased Real Property); (c) shares of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, Shared Contracts; (iid) shares of capital stock or equity or other ownership interest rights of Sellers arising under this Agreement or the Ancillary Agreements or from the consummation of the Transactions; (e) all Tax refunds, credits, offsets, recoveries and similar benefits related to the Transferred Assets for a Pre-Closing Tax Period or relating to the other Excluded Assets for all periods; (f) any wholesale supply agreement for pharmaceutical products; (g) cash, cash equivalents, bank deposits and marketable securities on hand and in transit of Sellers; (h) the corporate books and records of Seller Parent and its Subsidiaries (other than the Joint Venture InterestsTransferred Group); (i) in any other Person the Business Leased Real Property (including without limitation the lease contracts relating thereto), and (iii) corporate sealsall rights, minute bookstitle and interest in, charter documentsto and under all structures, stock transfer recordsfacilities or improvements located thereon and all easements, record bookslicenses, original Tax rights and financial records and such other files, books and records relating to any of the Excluded Assets or appurtenances related to the organization, existence or capitalization of any Seller or of any other Person foregoing; (j) all current and prior insurance policies (other than the Joint VenturesTransferred Entity Insurance Policies). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms rights of any nature with respect thereto, including all insurance recoveries thereunder and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or assert claims for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the 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.such insurance recoveries; and (ik) All rights under insurance policies and all rights in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) All property and assets listed on SCHEDULE 1.2(j) any Seller Benefit Plan and any proceeds from the disposition thereofassets thereunder.

Excluded Assets. Notwithstanding anything to the contrary in this AgreementSection 1, the Acquired Assets shall it is agreed that Seller is not include any of Sellers' rightsselling, title or interests in and Purchaser is not purchasing, hereunder the following assets of Seller and its Subsidiaries (collectively, the "Excluded Assets"): (a) Any Contract that is not an Assumed ContractCash (except as provided in Section 1(f)) and marketable securities, whether on deposit or in transit. (b) All (i) shares of capital stock of any Seller systems and software which are not used exclusively for or securities convertible into, exchangeable or exercisable necessary 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 operation of the Excluded 76 Assets; provided, however, that Seller will grant a paid up, royalty free (for three years), license to use all proprietary software owned by Seller and used jointly in both the 76 Assets or to and Seller's other businesses on substantially the organization, existence or capitalization of any Seller or of any other Person terms set forth on Attachment XI (other than the Joint Ventures"Shared Software License Agreement"). (c) All preference Seller's confidential operating manuals and policy manuals except those useful or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, necessary for the operation of the Bankruptcy Code76 Assets. (d) Sellers' rights under this Agreement Accounts and all Consideration notes receivable and credit balances on accounts payable or deliverable to Sellers pursuant relating to the terms businesses conducted using the 76 Assets prior to the Closing Date; provided, however, that all amounts with respect to interest and provisions amortization payments (if any) by distributors and dealers on Self-Amortizing Notes with respect to the period after the Closing shall be for the account of this AgreementPurchaser and the right to such payments is included in the Purchase Price; provided, further that for a period of 120 days Purchaser shall cooperate with Seller in collecting receivables outstanding as of the Closing Date for the benefit of Seller, and Purchaser shall remit amounts which it receives on account of such receivables to Seller not less frequently than weekly. (e) All prepaid expenses Assets owned by Seller in the nature of central staff services (meaning the legal, cash management, treasury, tax, insurance, health and deposits set forth on SCHEDULE 1.2(esafety, environmental management and pension services), employee records, employee benefits funds and plans presently provided to the 76 Assets by Seller or one of its subsidiaries, including without limitation employee and other records necessary to administer payrolls and benefit and welfare plans retained by Seller and all information necessary to file tax returns; provided that Seller shall make available its information with respect to employees as specified in Section 29. (f) All rights Insurance proceeds and state underground storage tank reimbursement or other reimbursements, except claims related to or claims tank replacement paid for refunds, overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period"), including any interest in and to any refund of any Taxes not relating to the Business for any periodby Purchaser. (g) All amounts due to Sellers from any Affiliate Tax and fee refunds arising out of Sellers (other than amounts due to Sellers from any Joint Venture)taxes and fees paid by Seller. (h) All claims that Sellers may have against any third Person with respect to any Excluded AssetSeller's and its subsidiaries' employee benefit plans and all assets related thereto. (i) All rights under insurance policies Books and all rights in the nature records with respect to Excluded Assets, Retained Liabilities, employees and former employees of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q)Seller. (j) All property and assets listed on SCHEDULE 1.2(j) and any proceeds from the disposition thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, There shall be excluded from the Acquired Assets to be sold and transferred to Buyer hereunder, and, to the extent in existence on the Closing Date, Seller and Stanadyne shall not include any retain all of Sellers' rightsSeller’s and Stanadyne’s right, title or interests and interest in and to the following assets, properties and rights of Seller (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.Cash; (b) All (i) shares of capital stock of any the consideration delivered to 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 by Buyer pursuant to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures).this Agreement; (c) All preference or avoidance claims all claims, deposits, refunds, causes of action, choses in action, rights of recovery, rights of set off and actions rights of Sellersrecoupment which have, includingand to the extent they have, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, arisen in connection with the conduct of the Bankruptcy Code.Business by Seller; (d) Sellers' rights under this Agreement all Employee Plans, except Acquired Employee Plans, and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement.assets related thereto; (e) All prepaid expenses all rights in and deposits set forth on SCHEDULE 1.2(e).with respect to insurance policies of Seller, except for any proceeds of such insurance and claims therefor relating to the Acquired Assets; (f) All rights to all financial, computer and human resource systems of Stanadyne used by Seller, whether or claims for refunds, overpayments or rebates not used primarily in the conduct of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period")Business, including any interest those to be used in and providing services to any refund of any Taxes not relating to Buyer under the Business for any period.Transitional Services Agreement; (g) All amounts due all rights to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the name “Stanadyne”; (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset.all assets described on Schedule 2.2(h); (i) All rights under insurance policies for the avoidance of doubt, all deferred Tax assets and all rights prepaid Taxes other than those described in the nature of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q§2.1(j).; (j) All property any obligations under Seller’s leasehold interest in the Michigan Lease; provided, however, that the assets set forth on Schedule 2.2(k) shall be provided to Buyer under the Transitional Services Agreement and the Transitional Services Agreement shall provide that, prior to the end of the term during which such assets listed on SCHEDULE 1.2(j) are provided to Buyer under the Transitional Services Agreement, Buyer may elect to acquire all or any of such assets to the extent they are transferable, and Seller and Stanadyne shall cooperate with Buyer to obtain any proceeds from consents required in connection with the disposition thereoftransfer of any such assets to Buyer.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Acquired Assets Closing, the Company shall not include any of Sellers' rightsassign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title or interests and interest in and to each and all of the following assets of the Company (collectively, the "“Excluded Assets"”): (a) Any Contract that is not an Assumed Contract.the Excluded Contracts; (b) All any rights, claims and credits (i) shares of capital stock of any Seller or securities convertible intoincluding all guarantees, exchangeable or exercisable for shares of capital stock of any Sellerindemnities, (ii) shares of capital stock or equity or other ownership interest of Sellers (other than the Joint Venture Interestswarranties and similar rights) 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 favor of the Excluded Assets or Company to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures). (c) All preference or avoidance claims and actions of Sellers, including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all Consideration payable or deliverable to Sellers pursuant to the terms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, overpayments or rebates of Taxes extent relating to (i) Sellers or any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date Date, in the case of clause (the "Pre-Closing Tax Period"iii), including any interest other than those that are specifically Purchased Assets under Section 1.1; (c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter; (d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), and to any refund except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of any Taxes not relating 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 Business for any period.extent not reflected in the Final Closing Net Working Capital; (e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g); (f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law); (g) All amounts due to Sellers from any Affiliate of Sellers (other than amounts due to Sellers from any Joint Venture).the Excluded Personal Property; (h) All claims that Sellers may have against any third Person with respect to any the Excluded Asset.Software; (i) All rights under insurance policies and all rights in indebtedness, accounts payable, or other obligations owed to the nature Company by any Seller or any of insurance, indemnification and contribution set forth on SCHEDULE 1.1(q).their Affiliates; (j) All property and assets listed on SCHEDULE 1.2(jwithout limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any proceeds from storage device (including personal computers and servers) located at the disposition thereofReal Property (other than the books and records described in Section 1.1(j) hereof); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data; (m) any assets set forth on Section 1.2(m) of the Company Disclosure Letter; (n) the Company Benefit Plans; (o) the Company Insurance Policies (except as provided in Section 9.15); (p) the System Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (r) all other assets and properties of the Company not exclusively used or held for use in connection with the Business.