Common use of Excluded Assets Clause in Contracts

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding the Transferred Assets subject to provisions of Section 2.022.1, Buyer expressly understands and agrees that it is hereby expressly acknowledged and agreed that the Purchased Assets shall not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, any other assets conveying or properties of Sellers delivering to Buyer or their respective Subsidiariesa Buyer Designee, and all such other neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the rights, properties or assets set forth or described in paragraphs (a) through (k) below (the rights, properties and properties shall be assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Transferred Purchased Assets (being referred to herein as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all any of Seller’s or its Affiliate’s receivables, cash, cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers deposits or their respective Affiliatessimilar cash items (other than deposits related to the Assumed Leases) or employee receivables; (b) any Intellectual Property or Information of Seller or any Affiliate other than the Transferred Contracts, all Contracts to which any Seller Assigned Intellectual Property or its Affiliates is a party, including all employment agreements of Business Employeesthe Licensed Intellectual Property; (c) any (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law and subject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than the Transferred Intellectual Property, all other Intellectual Property owned those used or held for use by any Seller primarily in the operation or its Affiliates and its and their Third Party licensorsconduct of the Engenio Business; (d) the corporate sealsany claim, organizational documentsright or interest of Seller or any Affiliate of Seller in or to any refund, minute booksrebate, stock books, Tax Returns, books of account abatement or other records having to do recovery for Excluded Taxes, together with the corporate organization of Sellers any interest due thereon or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainpenalty rebate arising therefrom; (e) all insurance policies and insurance contracts insuring the Business subject to Section 5.8, any rights to, or the Transferred Assets that are arranged use of, the “LSI” or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing“LSI Corporation” trademarks; (f) all rightsthe Excluded Contracts, claims the Nonassignable Licenses and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityLeased Equipment; (g) all claims any insurance policies or rights of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereof; (h) except as specified in Section 2.1, any Counsel Communicationsof Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Engenio Business arising out of transactions occurring prior to, and including, the Closing Date; (i) all Benefit Plans except as specifically provided in Section 5.4 or the applicable Assignment and trusts or other ▇▇▇▇ of Sale and Assumption Agreement for any particular jurisdiction, any of the assets attributable theretoof the Benefits Plans; (j) all Tax assets (including duty other assets, properties, interests and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) rights of a Seller or any Affiliate relating primarily to (i) the RAID adapter business of its Affiliates Seller which develops LSI® MegaRAID® and 3ware® storage controllers and software and (including for this purpose any refunds ii) the ONStor™ clustered NAS gateway and non-integrated file storage products business of Taxes for Seller which any Seller or any of its Affiliates is responsible under the terms of this Agreement);develops ONStor™ Products; and (k) all other assets, properties, interests and rights of Sellers and their respective Affiliates under this Agreement and Seller or any Affiliate not related primarily to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementEngenio Business.

Excluded Assets. Other than the Transferred Purchased Assets subject to specifically described in Section 2.021.1, Buyer expressly understands and agrees that it is not purchasing or acquiringpurchasing, and the Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets (including, other than as provided in Sections 1.1(c) or (d), any trademarks, service marks, tradenames, service names, logos, product or service designations, slogans, patents, copyrights, inventions, trade secrets, know-how or proprietary design or process) or properties of the Sellers or their respective SubsidiariesAffiliates, and all such other assets and properties (including any Excluded Records) shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For The Parties acknowledge that the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieswithout limitation: (a) all cash (other than the cash transferred and cash equivalents (including other investment assetsdelivered to Buyer pursuant to Section 1.8(a)), cash equivalents, investments and any associated bank accounts, deposit accounts and securities similar accounts, and any accounts receivable of the Sellers or their respective Affiliates; (b) other than all Claims of the Transferred ContractsSellers or their Affiliates for refunds of, all Contracts credits attributable to, loss carryforwards with respect to, or similar Tax assets relating to which (i) Income Taxes imposed by any applicable Laws on Sellers or their Affiliates, and (ii) Taxes that are Seller or its Affiliates is a party, including all employment agreements of Business EmployeesTaxes; (c) other than all Claims, actions, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights or recoupment of any kind or nature related to the Transferred Intellectual Property, all other Intellectual Property owned Excluded Assets or held for use by any Seller or its Affiliates and its and their Third Party licensorsthe Excluded Liabilities; (d) all insurance policies and any Claims and rights thereunder of the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainAffiliates; (e) all insurance policies and insurance contracts insuring each account receivable of the Business or under which the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and have delivered the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent products relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred thereto prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (date hereof, including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically those set forth on Schedule 2.03(l1.2(e); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding anything to the Transferred contrary herein and except as expressly set forth in Section 2.1 above, the Assets subject to Section 2.02do not include, Buyer expressly understands and agrees that it Seller is not purchasing or acquiring, selling and Sellers and/or their respective Subsidiaries are Buyer is not selling or assigningpurchasing, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For Without limiting the avoidance of doubt, notwithstanding anything in Section 2.02foregoing, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesthe Seller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned Assets or held for use by any Seller or its Affiliates and its and their Third Party licensorsIntellectual Property Licenses; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law Legal Requirements and is required by applicable Law Legal Requirements to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller; (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, that are not related to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Assets or Business; (li) the all assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth used by Seller in its businesses other than the Sublease AgreementBusiness.

Excluded Assets. Other than Notwithstanding the Transferred foregoing, the Purchased Assets subject to Section 2.02shall not include the following assets (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable held by Seller, and any security, claim, remedy or other than right related to any of the Transferred Contractsforegoing (collectively, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthe “Accounts Receivable”); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documentsCharter Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates Seller; (d) Seller’s personnel records and any other than the Purchased Subsidiary)records that Seller is required by Law to retain in its possession; provided that, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by under applicable Law, Buyer shall be entitled to possess one copy of any such records pursuant to Section 2.01(m), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies claims, rights of recovery and insurance contracts insuring causes of action of Seller arising out of any Action to the Business extent arising from any Excluded Asset or Excluded Liability, and all files, documents, instruments, papers, books and records of Seller related exclusively to the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingforegoing; (f) all rightscasualty, claims and credits (including all guarantees, warranties, indemnities and similar rights) liability or other policies of Sellers or any insurance of their respective Affiliates Seller relating to the extent relating to any Excluded Asset ownership of the Purchased Assets or any Excluded Liabilitythe operation of the Business, including any and all such rightsfiles, claims documents, instruments, papers, books and credits arising under insurance policies in favor records of Sellers and their respective Affiliates relating Seller related exclusively to any Excluded Asset or any Excluded Liabilitythe foregoing; (g) all claims of Seller Employee Plans and all assets owned or held by any Seller or any Employee Plan, and all files, documents, instruments, papers, books and records of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) related exclusively to the extent such breaches occurred prior to the Closingforegoing; (h) the Tax Returns and books of account or other records with respect to the Taxes of Seller and all claims and rights of Sellers to any Counsel Communications;Tax refunds, Tax credits or other Tax attributes of Seller; and (i) all Benefit Plans and trusts the rights that accrue or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a will accrue to Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementDocuments.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.4, Buyer Acquirer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all All cash and cash equivalents (including other investment assets)equivalents, bank banks accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred Intellectual Propertyall rights (registered or unregistered) in and to “Crossroads”, all other Intellectual Property owned or held for use by “▇▇▇▇▇▇▇▇▇▇.▇▇▇”, and “Crossroads Sphinx”, including any Seller or its Affiliates and its and their Third Party licensorsderivations thereof; (d) all Patents; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer Acquirer under applicable Law law and is required by applicable Law law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, insurance policies of Seller and all rights to applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans benefit plans and trusts or other assets attributable thereto; (jh) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose i) all rights to any refunds action, suit or claim of Taxes for which any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (j) all assets, properties and rights used by Seller or any of in its Affiliates is responsible under businesses other than the terms of this Agreement)Business; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l2.6(k); (l) the Retained Digital Assets; and (m) all Leases except as set forth in the Sublease rights which accrue or will accrue to Seller under this Agreement.

Excluded Assets. Other The Parties acknowledge and agree that Seller will not convey, transfer, deliver or assign to Buyer, and Buyer will not purchase, take delivery of, or acquire, any rights to any assets, properties, interests or rights of Seller other than the Transferred Purchased Assets subject to specifically enumerated in Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets 2.1 (collectively the “Excluded Assets”). For , including all of the avoidance rights, title and interests of doubt, notwithstanding anything Seller and its Affiliates in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash and cash equivalents (including other investment assetsrestricted cash), bank accounts accounts, bank balances, moneys in possession of banks, or other depositories, term deposits and securities (but the benefit of Sellers or their respective Affiliatesthe instrument described on Schedule 3.6(b)(iv) and any security deposits in respect of any Assigned Real Property Leases are not Excluded Assets); (b) other than the Transferred Contracts, all Contracts to which any Seller (or its Affiliates is a party, including all employment agreements of Business Employeesportions thereof) that are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Assigned Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) all items expressly excluded from the definition of the term Records, retained copies (or originals) of the Records and the corporate seals, organizational documents, minute books, stock record books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers Seller or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainits Affiliates; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid proceeds and insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingawards receivable thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to Approvals other than the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAssigned Approvals; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable theretoto those Seller Benefit Plans; (jh) all Tax assets (including duty and Tax refundsrights to any action, Tax prepaymentssuit or claim of any nature available to, Tax books and records and Tax Returns) of a or being pursued by, Seller or any of its Affiliates Affiliates, whether arising by counterclaim or otherwise, arising out of or relating to events prior to the Closing Date or to the extent pertaining to any other Excluded Asset or Excluded Liability; (including for this purpose i) any and all Tax assets of Seller and its Affiliates, including, without limitation, any Tax claims or rights to Tax refunds, other than Tax claims or rights to Tax refunds in respect of Taxes for which any Seller or any of its Affiliates Buyer is responsible under the terms of this Agreement)liable pursuant to Section 8.2; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (lj) the assets, properties and rights specifically set forth on Schedule 2.03(l2.2(j) necessary in order for Seller to perform its obligations under the Transition Services Agreement (provided that such assets, properties and rights will become Purchased Assets at the time such obligations are fulfilled); (k) the assets, properties and rights to the extent relating to the Retained Business (including positron emission tomography synthesis boxes) or any other business of Seller or its Affiliates, other than the Purchased Assets specifically enumerated in Section 2.1; and (ml) all Leases except as set forth in rights of Seller under this Agreement or any of the Sublease Agreementother Transaction Documents.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate all seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate formation and organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rightssubject to Section 6.01(d), claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Affiliates; (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (li) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mj) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other Except as expressly set forth otherwise in this Agreement, the parties agree and acknowledge that by virtue of this Agreement neither Seller nor any Subsidiary sells or shall sell (verkaufen) to Buyer, and Buyer does not purchase and shall not purchase (kauft), any assets or rights other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For The Parties agree and acknowledge that the Excluded Assets include, but are not limited to, the assets and rights described in paragraphs (i) through (x) below: (i) any of Seller’s or the Subsidiaries’ cash, cash equivalents, bank deposits or similar cash items; (ii) any Proprietary Information of Seller or Seller’s Affiliates other than the Purchased Intellectual Property; (iii) any (x) personnel records pertaining to any Transferred Employees except for German Transferred Employees and Austrian Transferred Employees, (y) other books and records that Seller or any Affiliate of Seller is required by Law to retain, provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Wireline Communications Business in accordance with Section 9.1, and (z) any information management system of Seller or any Affiliate of Seller; (iv) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, related to any Pre-Closing Tax Period; (v) subject to Section 9.3(a)(vi), any rights to, or the use of, the “Infineon”, “Infineon Technologies”, “Infineon Technologies AG” or “IFX” trademarks; (vi) the accounts receivable (Forderungen aus Lieferungen und Leistungen) which are referred to in Section 2.1(d)(i); (vii) any insurance policies or rights of proceeds thereof other than those pursuant to Section 2.2(a)(iv); (viii) to the extent not already excluded by virtue of Section 2.2(b)(vi), any of Seller’s or any of Seller’s Affiliates’ rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Wireline Communications Business arising out of transactions, measures, actions, omissions or other causes occurring prior to, and including, the Closing Date (other than those with respect to (x) warranty matters for which Purchaser becomes liable pursuant to Section 2.3(a)(ii), (y) counterclaims to the extent of the Purchased Liabilities (it being understood that in the event Seller as well as Buyer need to utilize such counterclaims, they will reasonably agree as to the allocation thereof) or (z) Purchased Intellectual Property as provided in the Intellectual Property Agreement); (ix) any movable fixed assets which relate to Seller’s or its Subsidiaries’ IT infrastructure (other than IT client assets, e.g. laptops, desktops, monitors, and for the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assetsmobile phones), bank accounts and securities of Sellers manufacturing or their respective Affiliatescentral R&D department (“ETS”-department) other than as allocated to Buyer pursuant to Section 2.2(a)(i)(C); (bx) all other than the Transferred Contractsassets, all Contracts to which any properties, interests and rights of Seller or its Affiliates is a party, including all employment agreements any Affiliate of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-Assets) not related or employee benefit-related files or records, other than personnel files of Transferred Employees (exclusively to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementWireline Communications Business.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries Seller and its Affiliates are not selling or assigning, any other assets or properties of Sellers Seller or their respective Subsidiariesits Affiliates, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For Without limiting the avoidance of doubtforegoing, notwithstanding anything in Section 2.02, the Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets assets, rights and properties of Sellers Seller and their respective Subsidiariesits Affiliates: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers Seller or their respective its Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred all Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller and its Affiliates, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is and its Affiliates are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesits Affiliates and all rights to applicable claims and proceeds thereunder, including any prepaid insurance premiums or insurance recoveries thereunder and other than the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds actually received as described in Section 2.01(i); (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates; (h) except as set forth in Section 2.01(h), all rights to any action, suit or claim of any nature available to or being pursued by Seller and its Affiliates, whether arising by way of counterclaim or otherwise; (i) all assets, properties and rights used by Seller and its Affiliates in their respective businesses other than the Business; (including for this purpose any refunds j) all rights and interests of Taxes for Seller and its Affiliates, which any exist in all jurisdictions throughout the world, that are the subject of, are to be granted under, or accrue or will accrue to Seller or any of its Affiliates is responsible under the terms of this Agreement)Transaction Documents, which rights and interests shall be provided to Buyer, if at all, pursuant to the applicable Transaction Documents; (k) all rights accounts receivable, trade receivables, other receivables and other current assets (other than any current assets expressly included in Section 2.01(e) and Section 2.01(k)) of Sellers Seller and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);its Affiliates; and (l) all desktop and laptop computers, servers, printers, routers, firewalls, copiers, scanners, telephones, tablets, audio-visual equipment and all other information technology equipment hardware owned by Seller and used in connection with the assets, properties Business and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementnot located at a Leased Real Property.

Excluded Assets. Other than the Transferred The Acquired Assets subject to Section 2.02, Buyer expressly understands and agrees that it is shall not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets sale, conveyance, assignment, transfer or delivery to Purchaser hereunder, and each of the Sellers and their respective Affiliates shall retain all of their existing right, title and interest in and to, any assets, properties, rights or interests other than those specifically listed or described in Section 2.1 (all such assets, properties, rights or interests not so listed or described, collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, the Excluded Assets shall include (include, and the Transferred Acquired Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesnot include: (a) any Accounts Receivable; (b) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all cash and cash equivalents (including other investment assets), bank accounts and securities Taxes of any of the Sellers or their respective Affiliates; (bc) the corporate books and records of any of the Sellers or their respective Affiliates other than the Transferred Contracts, all Contracts Marketing Records and Regulatory Documentation transferred pursuant to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsSection 2.1(e); (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiaryexcept as provided in Section 2.1(h), any current and prior insurance policies and all employee-related or employee benefit-related files or records, other than personnel files rights of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainnature with respect thereto; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSeller Names; (f) the Excluded Contracts and all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) other Contracts of any of the Sellers or any of their respective Affiliates other than the Acquired Contracts; (g) all tangible personal property of Sellers and their respective Affiliates other than the Acquired Inventory, Acquired Equipment and other tangible Acquired Assets; (h) all guaranties, warranties, indemnities, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery and similar rights that have been made by any predecessors in title, manufacturers or suppliers and other Third Parties to the extent relating to the Excluded Assets; and (i) all claims, counterclaims, defenses, causes of action, demands, judgments, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any Third Party, to the extent relating to any Excluded Asset Liabilities or any the Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementAssets.

Excluded Assets. Other than the Transferred The Purchased Assets subject to Section 2.02, Buyer expressly understands and agrees that it is will not purchasing or acquiringinclude, and Sellers and/or their respective and the Related Subsidiaries will retain, the following properties, assets, title, interests and rights of any kind, whether tangible or intangible, real or personal, of any Seller and any of the Related Subsidiaries: (x) all assets, properties or rights of any Seller or any of the Related Subsidiaries which are not selling used in, not necessary for, or assigning, any other assets or properties of Sellers or their respective Subsidiariesnot primarily related to the Business, and all such other assets and (y) those assets, properties shall be excluded from the Transferred Assets or rights, described below in this Section 1.2 (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets)Cash, bank and other depositary accounts of any Seller or any of the Related Subsidiaries wherever located, including bank balances and securities bank accounts, monies in possession of Sellers any banks, savings and loans or their respective Affiliatestrust companies and similar cash items on hand, and all accounts receivable of any Seller or any of the Related Subsidiaries relating to the Business that have accrued or relate to periods prior to the Closing other than to the extent included in Closing Working Capital; (b) other than the Transferred Contracts, all Contracts to which Tax Returns of any Seller or its Affiliates is a party, including all employment agreements any of the Related Subsidiaries (other than those relating solely to the Business Employeesor the Purchased Assets) that the Sellers are required by Applicable Law to retain in their possession or that relate to Income Taxes; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documentsOrganizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates any of the Related Subsidiaries; (other than the Purchased Subsidiary), d) all employee-related or employee benefit-related files or records, other than personnel files assets of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), all Seller Benefit Plans and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainassets attributable thereto; (e) all insurance policies personnel, employee compensation, medical and insurance contracts insuring benefits and labor relations records relating to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder Employees and the right to assert claims with respect to Employees of Sellers and the Related Subsidiaries; provided, however, that copies of any such insurance recoveriesrecords relating to the Business Employees, whether arising before individually or after Closingin the aggregate, will be delivered to Purchaser at Closing unless disclosure of such records would be prohibited by applicable privacy or Data Protection Laws without the individual’s consent; (f) all rightsany right, claims and credits (including all guarantees, warranties, indemnities and similar rights) title or interest in any form of equity or ownership in Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityRelated Subsidiaries; (g) any and all claims insurance policies of any Seller or and any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingRelated Subsidiary; (h) any Counsel Communicationsthe rights which accrue or will accrue to Sellers under this Agreement and the Transaction Documents; (i) all Benefit Plans right, title, and trusts interest in and to (i) the Seller Marks and (ii) all Intellectual Property Rights other than the Transferred Seller IP; together with the right to enforce all Intellectual Property Rights other than the Transferred Seller IP and the right to ▇▇▇ (and seek and retain damages) for infringement, misappropriation or other assets attributable theretoviolation of such Intellectual Property Rights); (j) all Tax the properties, assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under rights in existence on the terms of this AgreementClosing Date that are listed on Schedule 1.2(j); (k) all any refunds, claims for refunds or rights of Sellers and their respective Affiliates under this Agreement and the to receive refunds from any Taxing Authority or other agreements and instruments executed and delivered in connection Governmental Entity or any loss carry forwards with this Agreement (including the Ancillary Agreements)respect to Excluded Taxes; (l) the all assets, properties or rights of the Company which will be transferred to Purchaser by virtue of the transfer of the Membership Interests, subject to the terms and rights specifically conditions set forth on Schedule 2.03(l); andin this Agreement; (m) all Leases except rights, privileges and claims under any Contract (other than an Assumed Contract) of any Seller or any Related Subsidiary, regardless of when arising; (i) all attorney-client privilege and attorney work-product protection of Sellers or associated with the Business as set forth a result of legal counsel representing Sellers or the Business in connection with the Sublease AgreementTransactions contemplated by this Agreement or any of the Transaction Documents, (ii) all documents subject to the attorney-client privilege or work-product protection described in clause (i) of this paragraph, and (iii) all documents maintained by any Seller and any Related Subsidiary in connection with the Transactions contemplated by this Agreement or any of the Transaction Documents; (o) all leases of real property; (p) all furniture, fixtures, furnishings, equipment and other tangible personal property owned or leased by any Seller or any Related Subsidiary, to the extent not primarily related to the Business; and (q) all rights, privileges and claims under the arrangements, understandings and Contracts listed on Schedule 1.2(q) (collectively, the “Shared Contracts”).

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets and retained by Seller (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than all accounts or notes receivable of the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesBusiness; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property not listed in Section 1.01 (c) above; (e) all Owned Real Property and Leased Real Property; (f) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and any related records, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)transferred employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring retain or which are not exclusive to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityPurchased Assets; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller bank accounts and its Affiliates) to the extent such breaches occurred prior to the Closinglockboxes; (h) any Counsel Communicationsall Permits, including Environmental Permits, related to the Business which are not transferable, and all rights and incidents of interest therein; (i) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (j) all Benefit Plans and trusts or other assets attributable thereto; (jk) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Affiliates; (l) the assetsall rights to any action, properties and rights specifically set forth on Schedule 2.03(l)suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; and (m) all Leases except as set forth assets, properties and rights used by Seller in its businesses other than the Sublease AgreementBusiness.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSellers, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSellers, except to the extent such assets or properties constitute Purchased Assets: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSellers; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, Tax records, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Sellers, all employee-related or employee benefit-related files or recordsrecords of Sellers, other than personnel files of Transferred Employees (Employees, all files or records of Sellers that are not Related to the extent the transfer thereof is permitted by applicable Law)Business, and any other books and records which a Seller is Sellers (i) are prohibited from disclosing or transferring to Buyer under applicable Law and (ii) is required by applicable Law to retain; (e) all insurance policies of Sellers and insurance contracts insuring amounts payable to Sellers under pending claims to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert extent such claims with respect to any such insurance recoveries, whether arising before or after Closingconstitute Excluded Liabilities; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax credits, and prepayments, Tax books and records and Tax Returns) of a Seller Sellers or any of its their Affiliates (including for this purpose any refunds other than Tax assets of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this AgreementAcquired Subsidiaries); (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and any nature available to or being pursued by either Seller, whether arising by way of counterclaim or otherwise, not Related to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business, Purchased Assets or Assumed Liabilities; (li) all assets, properties and rights used by Sellers in their businesses other than the Business; (j) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Sellers under the Transaction Documents.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries Seller are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesContracts that are not Assigned Contracts; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawEmployees), and any other books and records which a that Seller is are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ec) all insurance policies of Seller and insurance contracts insuring all rights to applicable claims and proceeds thereunder, except to the Business or extent the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to proceeds under any such insurance recoveries, whether arising before or after Closingpolicy may be applied to cover the indemnity obligations of Seller hereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jd) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)their Affiliates; (ke) all rights to any action, suit or claim of Sellers any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (f) all books, records, and their respective Affiliates under other materials prepared by, or emails and other correspondence with, outside legal counsel, together with the related attorney-client privilege and all attorney work product protections; (g) all books, records, other materials, emails and other correspondence relating to Seller’s or the Selling Shareholders’ preparation and negotiation of this Agreement and the other agreements Transaction Documents and instruments executed the evaluation and delivered in connection with this Agreement (including consummation of the Ancillary Agreements)transactions contemplated hereby and thereby; (lh) the rights that accrue or will accrue to Seller under the Transaction Documents; and (i) all employee benefit plans maintained by Seller or any Affiliates thereof (the “Seller Benefit Plans”); and (j) the assets, properties and rights rights, if any, specifically set forth on Schedule 2.03(l); and (mSection 2.02(j) all Leases except as set forth in of the Sublease AgreementDisclosure Schedules.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Seller Entities (collectively, the “Excluded Assets”): (a) all except the Store Cash, any cash and cash equivalents (including other investment assets)equivalents, Credit Card Receivables, bank accounts and or securities of Sellers or their respective AffiliatesSeller Entities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is Entities are prohibited from disclosing or transferring to Buyer under applicable Law and is are required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (ic) all Benefit Plans and trusts or other assets attributable theretothereto other than the Assumed Benefit Plans; (jd) all Tax assets (including duty and Tax refunds, Tax credits, overpayments and prepayments, Tax books and records and Tax Returns) of a Seller or Entities and any of its Affiliates (including for this purpose any refunds of Taxes for prepaid Apportioned Taxes, which any Seller or any of its Affiliates is responsible under the terms of this Agreementare governed by Section 6.15(b); (ke) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (lf) the assets, properties and rights specifically set forth on Schedule 2.03(lSection 2.02(f) of the Disclosure Schedules; (g) the rights which accrue or will accrue to Seller under the Transaction Documents; (h) any insurance policies of Seller Entities other than the Assigned Insurance Policies; (i) all records containing attorney-client privilege, attorney work-work product or similar protection and any expectation of client confidentiality applicable thereto; (j) Any Inventory at the Facilities that is owned by third parties; (k) Any and all Accounts Receivable including such Accounts Receivable arising from any of the Supply Agreements prior to the Closing Date; (l) All personnel records and other records that are part of the Books and Records that Seller Entities are required by Law to retain in their possession (provided copies of any such records shall be provided to Buyer at the Closing, to the extent permitted by Law); and; (m) all Leases except as set forth prepaid expenses, credits, advance payments, security deposits, charges, sums and fees to the extent not included in Credits to Buyer; and (n) all rights and benefits arising under or relating to the Sublease AgreementAssigned Contracts to the extent such rights and benefits relate to events, circumstances or periods occurring before the Closing Date.

Excluded Assets. Other Notwithstanding anything to the contrary contained herein, Seller and Seller Parties shall not sell, convey, transfer, assign or deliver to Purchaser, Purchaser Parties or Purchaser Assignees, and Purchaser shall not purchase from Seller or Seller Parties, any properties, rights and assets of Seller and Seller Parties other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from including the Transferred Assets following (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets), bank accounts and securities any asset or class of Sellers or their respective Affiliatesassets excluded from the definition of Purchased Assets by virtue of the limitations expressed therein; (b) other than the Transferred Contractsany cash, all Contracts to which any Seller cash equivalents, or its Affiliates is a party, including all employment agreements of Business Employeesbank accounts; (c) any inventory, Accounts Receivable, prepaid expenses, security deposits and other than current assets of the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsFacilities as of immediately prior to the applicable Closing; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainIGT Credit Amount; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingNational Contracts; (f) all rights, claims Overhead and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded LiabilityShared Services, including any Contracts for or assets related to Overhead and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityShared Services; (g) all claims rights under Contracts and Real Property Leases arising prior to the Effective Time, including any rebates or portions thereof related to the period prior to the Effective Time; (h) Licenses and permits that are not assignable or transferable, whether with or without third party consent, to Seller; (i) assets of Seller disposed of in the ordinary course of business prior to the Effective Time; provided that Seller shall not dispose of any material Assets without the prior written consent of Purchaser (other than Inventory used at the Facility in the ordinary course of business, which may be used and disposed of provided that it shall also be replenished to a quantity of that is required by Law); (j) any management agreement or lease agreement between Seller and Kindred or its Affiliates, as the case may be; (k) all insurance policies and any claims and rights to proceeds thereunder; (l) the minute books and ownership records of Seller, including all organizational documents, stock registers and such other books and records of Seller as they pertain to the ownership, organization, or existence of Seller and duplicate copies of such records; (m) any claims for refunds of Taxes and other governmental charges imposed on Seller or any related reserves held by a taxing authority of whatever nature including, but not limited to, those with respect to the Facility or the business attributable to periods ending on or prior to the Closing Date; (n) all shares of any capital stock, membership interests or partner interests in any partnership other than the Joint Venture Interests, of Seller; (o) all of Seller’s email accounts; (p) Seller’s rights under this Agreement and the Transaction Documents; (q) all insurance policies of Seller or any of its Affiliates and all rights of every nature and description under or arising out of such insurance policies, including the right to make claims thereunder, to the proceeds thereof and to any Contract insurance refunds relating thereto; (r) Seller’s Returns for periods up to and including the Closing Date and all rights of Seller to any recoveries or refunds in respect of breaches by Taxes for periods up to and including the Closing Date, whether or not any party refund of or credit for claims have been filed prior to such Contract the Closing Date; (other than such s) Seller’s equity in each of the Seller Parties; (t) Seller’s attorney-client privilege; (u) all Employee Benefit Plans and all assets related thereto; (v) Seller’s information technology systems, emails, software licenses, corporate minute books, records, marketing materials, policies and procedures, and all assets that are used at the corporate level and do not solely relate to the operations of the Business; (w) all claims or rights of Seller and its AffiliatesSeller Parties with and among any other Seller Party or Seller or amounts due from related parties; (x) all unclaimed property of any third party as of the Closing including, without limitation, property which is subject to applicable escheat Laws; (y) all claims, rights, interests and proceeds (whether received in cash or by credit to amounts otherwise due to a third party) with respect to amounts overpaid by Seller to any third party with respect to periods prior to the Closing (e.g., such overpaid amounts may be determined by billing audits undertaken by Seller or Seller’s consultants) to the extent such breaches occurred not offset against any underpayments by any applicable third party payor in respect of services rendered prior to the Closing; (hz) any Counsel Communicationsreceipts (i) relating to Seller’s Cost Reports or rights to settlements and retroactive adjustments on the same (whether resulting from an appeal by Seller or otherwise) with respect to time periods prior to the Closing, or (ii) which result from Seller’s pursuit of one or more appeals pertaining to a Government Reimbursement Program to the extent not offset against any overpayments by such Government Reimbursement Program in respect of services rendered prior to the Closing; (iaa) all Benefit Plans and trusts assets of Seller not used in connection with or other assets attributable theretoheld in whole or in part for use in connection with the Business; (jbb) the items of personal property brought to the Facility by employees or residents of Seller or its Affiliates that are not used or held for use with the Business and the operation of any of the Facility; (cc) all Tax assets trade names, trademarks, service marks, domain names (including duty URLs) and Tax refundswebsites owned by Kindred or its Affiliates including, Tax prepaymentswithout limitation, Tax books and records and Tax Returns) any use of a Seller the names “Kindred” or “RehabCare,” in whole or in part, or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or derivation thereof, and all references to any of the foregoing on social media channels (including, without limitation, Facebook, Twitter and YouTube) associated with any or all of the Facility or Kindred or its Affiliates is responsible Affiliates; (dd) all items on Schedule 2.2(dd); (ee) any asset transferred to an OTA Transferee under the terms of this Agreement);an OTA. (kff) all rights any assets listed as “Excluded Assets” pursuant to the terms of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementan OTA.

Excluded Assets. Other than The following assets, properties and rights of Seller and the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets Selling Affiliates (the “Excluded Assets”). For ) are expressly excluded from the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (purchase and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariessale contemplated hereby: (ai) all assets that are not set forth or described in Section 2.1, including all assets giving rise to Seller’s and each Selling Affiliate’s own corporate identity (including the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books) and any equity securities held by Seller or any Selling Affiliate in any Person; (ii) all rights under any Contract that is not a Purchased Contract (such Contracts collectively, the “Excluded Contracts”); (iii) all cash and cash equivalents (including other investment assets), as of the Closing Date and all rights in any bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a partythe Selling Affiliates, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned even if primarily related to or used or held for use by any Seller or its Affiliates and its and their Third Party licensorsin the Acquired Business; (div) all billed accounts receivable as of the corporate seals, organizational documents, minute books, stock books, Tax Returns, books Closing Date in respect of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainBusiness Units; (ev) all insurance policies and insurance contracts insuring any employee benefit plan of any kind sponsored, maintained or contributed to by Seller, the Business or the Transferred Assets that are arranged or maintained by Sellers Selling Affiliates or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingERISA Affiliate; (fvi) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers any intercompany receivables or any of their respective Affiliates to intercompany assets between the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its or between the Seller’s Affiliates) , except to the extent any such breaches occurred prior to intercompany receivables or intercompany assets are solely between the Closing; Business Units (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for in which any Seller or any of its Affiliates is responsible under the terms of this Agreementcase they will be treated as Purchased Assets); (kvii) the accounting records, Tax Returns and other books and records of Seller and the Selling Affiliates that are not specifically identified in Section 2.1, provided that Seller and the Selling Affiliates shall provide copies of any such books and records (other than Tax Returns) to Buyer to the extent related to the Acquired Business, with redactions of information not related to the Acquired Business at Seller’s option; (viii) any Tax asset of any kind or nature whatsoever, including all rights to or claims for refunds of Taxes paid by Seller and Seller’s right to reimbursement of prepaid VAT as described in Section 9.1(f), other than any Tax assets described in Section 2.1(a)(vi); (ix) all prepaid sales, use or value added Taxes paid by Seller or Selling Affiliates; (x) insurance policies and associated prepayments and rights of recovery (except to the extent constituting a Purchased Asset); (xi) any interest in real property other than the Assumed Acquired Business Leases and the Subleases (if any) (except for occupancy rights as may be provided in the Transition Services Agreement) and, except as set forth on Schedule 2.1(b)(xi), all office furniture including printers, copiers, desks, chairs, filing cabinets, and cubicle dividers located at facilities other than Assumed Acquired Business Lease facilities or Subleased Facilities; (xii) all rights of Sellers and their respective Affiliates Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Transaction Documents; and (mxiii) all Leases except as set forth in the Sublease Agreementthose other assets listed on Schedule 2.1(b)(xiii).

Excluded Assets. Other than All of the Transferred Assets subject property and the assets of Seller of any type whatsoever that are not utilized in, related to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringarising from the Business, and Sellers and/or their respective Subsidiaries that are not selling or assigningincluded as an “Asset” herein, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be are excluded from the Transferred Assets sale to Buyer (the “Excluded Assets”). For , including, without limitation, the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash Cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;equivalents. (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees;All securities owned by Seller. (c) other than All rights of Seller under any claims, deposits, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such items relating to the Transferred Intellectual Propertypayment of taxes, all other Intellectual Property owned the Assets or held for use by any Seller or its Affiliates and its and their Third Party licensors;the Accounts Receivable). (d) Accounts, notes or other receivables due to Seller, whether or not arising from or related to the operation of the Business on, prior to or after the Closing Date. (e) Seller’s rights under contracts, indentures, guarantees, leases, commitments and other agreements that are not Assumed Contracts (the “Excluded Contracts”). (f) Seller’s rights under any policies of insurance purchased by Seller, or any benefits payable or paid thereunder. (g) All interests of Seller in any copyrights, patents, trademarks, trade names and logos, whether or not utilized in, related to or arising from the Business, together with pending applications for any of the foregoing, and all interests of Seller in any trade secrets, inventions, know how, confidential information and other intellectual property except such items that are identified as “Assets” hereunder. (h) The corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, tax returns, seals, organizational documents, minute books, stock books, Tax Returns, transfer books and similar documents of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Seller relating to the extent the transfer thereof is permitted by applicable Law)organization, maintenance and any other books and records which existence of Seller as a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications;corporation. (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) Any of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates Seller under this Agreement or any other agreement between Seller and Buyer entered into on or after the other agreements and instruments executed and delivered in connection with date of this Agreement (including in accordance with the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementterms hereof.

Excluded Assets. Other The Purchased Assets shall not include, and Seller shall retain, all of the properties, assets and rights of any kind, whether tangible or intangible, real or personal, of Seller and all of its Subsidiaries other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiringincluding the following (collectively, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash the properties, assets and cash equivalents (including other investment assetsrights in existence on the Closing Date that are listed on Schedule 1.2(a), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesCash; (c) all bank and other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any depositary accounts of Seller or its Affiliates and its and their Third Party licensorsSubsidiaries; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainAccounts Receivable; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or rights of Seller in any of their respective Affiliatesreal property, including any prepaid insurance premiums or insurance recoveries thereunder and real property leases, not included in the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingPurchased Assets; (f) all rightsclaims, claims causes of action, choses in action, rights of recovery and credits (including all guarantees, warranties, indemnities and similar rights) rights of Sellers set-off of any kind in favor of Seller or any of their respective Affiliates its Subsidiaries against any Person to the extent relating related to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims personal property, equipment and inventory of any Seller not included in the Purchased Assets, including the Non-U.S. Consignment Inventory; (h) rights under Contracts to which Seller or any of its Affiliates under any Contract in respect of breaches by any Subsidiaries is a party to such Contract (other than such Seller and its Affiliates) to the extent that such breaches occurred prior Contracts relate to the Closing; (h) any Counsel Communicationssale or delivery of the Non-U.S. Consignment Inventory; (i) all Benefit Plans and trusts or other assets attributable theretoof all Employee Plans; (j) all Tax assets personnel, employee compensation, medical and benefits and labor relations records relating to Employees; provided, however, that copies of all such records relating to the Transferred Employees individually or in the aggregate (including duty but excluding any such records that are applicable generally to Employees of the Seller and Tax refundsits Subsidiaries), Tax prepayments, Tax books and shall be delivered to Purchaser unless disclosure of such records and Tax Returns) of a Seller would be prohibited by applicable privacy or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under data protection Laws without the terms of this Agreement)individual’s consent; (k) all losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Taxes of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Seller that constitute Excluded Liabilities; and (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementinsurance policies.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Transaction Documents; (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Transaction Documents; (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)all collectible watches of Seller; and (m) Applied Biology s.r.o. (a Czech Republic company), which Buyer specifically acknowledges is excluded from the Purchased Assets; and (n) all Leases except as set forth in the Sublease Agreement.automobiles leased or owned by Seller; and

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective neither Seller nor any of its Subsidiaries are not is selling or assigning, any other of the following assets or properties of Sellers or their respective Subsidiariesproperties, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller and its Subsidiaries; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller and its Subsidiaries, all employee-related or employee benefit-related files or records, other than personnel files records of Transferred Business Employees (to the extent the transfer thereof is permitted by applicable Law)who do not become Hired Employees, and any other books and records which a Seller or any of its Subsidiaries is prohibited from disclosing or transferring to Buyer under applicable Law or Contract and is required by applicable Law to retainretain or do not exclusively relate to the Purchased Assets; (c) all Contracts that are not Assigned Contracts and any and all rights thereunder; (d) all insurance policies and all rights to applicable claims and proceeds thereunder; (e) all insurance policies assets and insurance contracts insuring rights attributable to any benefit plans or related trusts or funding arrangements; (f) all Tax assets including refunds, rebates or prepayments of Taxes (or rights thereto); (g) all rights to any action, suit, demand or claim of any nature available to or being pursued by Seller or any of its Affiliates, whether arising by way of counterclaim or otherwise, in each case whether or not related to the Business Business, the Purchased Assets, or the Transferred Assets that are arranged Assumed Liabilities; (h) all rights which accrue or maintained by Sellers will accrue to Seller or any of its Affiliates under the Transaction Documents; (i) all intercompany receivables and, except for any Contract set forth on Section 2.02(i) of the Seller Disclosure Schedules, other rights pursuant to any Contract between Seller, or any of its Affiliates, on the one hand, and any of their respective Affiliates, including on the other hand; (j) the shares of stock or other ownership interests in any prepaid insurance premiums Subsidiaries of Seller; (k) all correspondence and documents prepared by Seller or insurance recoveries thereunder and any of its Affiliates for its internal evaluation purposes or related to any third party bid to purchase any of the right to assert claims assets of the Business; (l) any (i) personnel records with respect to the Hired Employees that Seller or any such insurance recoveries, whether arising before of its Affiliates is required by Law to maintain in its possession and (ii) Books and Records relating to any Purchased Asset or after ClosingAssumed Liability that Seller or any of its Affiliates is required by Law to maintain in its possession; (fm) all rights, claims any and credits (including all guarantees, warranties, indemnities and similar rightsrights (i) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred Business or a Purchased Asset for the period prior to the Closing;Closing Date and (ii) in respect of any other Excluded Asset, arising on or after the Closing Date; and (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (ln) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (mSection 2.02(n) all Leases except as set forth in of the Sublease AgreementSeller Disclosure Schedules.

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, Sellers shall retain, and Sellers and/or their respective Subsidiaries are Buyer shall not selling or assigningpurchase, any other assets or properties of Sellers or their respective SubsidiariesSellers’ right, title and interest in, to and under, and all such other assets and properties these shall be excluded from the Transferred Assets (sale, conveyance, assignment or transfer to Buyer hereunder, and the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Purchased Assets shall not include (and the Transferred Assets shall exclude) any of the following assets and properties of Sellers (collectively, the “Excluded Assets”), all of which shall remain the exclusive property of the Sellers, free and their respective Subsidiariesclear of any Claim of Buyer: (a) all cash and cash equivalents (including Any Contracts other investment assets), bank accounts and securities of Sellers or their respective Affiliatesthan Assumed Contracts; (b) other than All Claims that Sellers may have against any Person (including Governmental Entities) for refund or credit of any type solely with respect to Taxes accrued with respect to periods ending on or prior to the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesClosing Date; (c) All Avoidance Actions or other than Claims that are not acquired by the Transferred Intellectual PropertyBuyer pursuant to Section 2.1(m) including, all other Intellectual Property owned but not limited to, claims against current or held for use by any Seller former officers or its Affiliates directors, insiders as that term is defined in the Bankruptcy Code, Trivest Fund IV, L.P., Trivest Partners GP, LLC, and its and their Third Party licensorsTrivest Partners IV, Inc.; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization All rights of Sellers under this Agreement, the agreements and instruments delivered to Sellers by Buyer pursuant to this Agreement or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainTransaction; (e) all insurance policies The company seal, minute books, charter documents, stock or equity record books and insurance contracts insuring such other books and records solely as pertain to the Business organization, existence or the Transferred Assets that are arranged or maintained by Sellers or any capitalization of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers; (f) all rightsSellers’ directors and officers liability insurance policy or policies, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityif any; (g) all claims All capital stock of Sellers, including any Seller options, warrants or any other securities exchangeable or convertible into capital stock of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSellers; (h) any Counsel CommunicationsAll Benefit Plans; (i) all Benefit Plans All Cash and trusts Cash Equivalents in excess of $25,000 that are not held in any Merchandise Deposit Trust Account, the California Membership Fee Deposit Trust Account or other assets attributable theretoconstitutes Surety Bond Cash Collateral, the Letter of Credit Cash Collateral, Vendor Deposits or Landlord Deposits (the “Excluded Cash”); (j) all Tax assets (including duty and Tax refundsAssets owned or used by Sellers, Tax prepaymentswhether or not related to the Business, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under are specifically identified in Schedule 2.2(j). Notwithstanding the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assetsforegoing, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementsole and absolute discretion of the Buyer, at any time up to the Closing, the Buyer may designate in writing such Purchased Assets which it determines not to acquire and such assets so designated shall be included as Excluded Assets; provided, however, the Buyer may not designate any Member Purchase Orders, membership agreements with any Members or the Beta Finance Receivables as an Excluded Asset.

Excluded Assets. Other than Notwithstanding anything set forth in this Agreement to the contrary, the Transferred Assets subject to Section 2.02shall not include the following assets (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets which shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any be retained by Seller or its Affiliates is a party, including all employment agreements Affiliates: 2.2.1 Seller’s cash on hand as of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates Closing (other than ▇▇▇▇▇ cash of the Purchased SubsidiaryNewspapers included as Adjustment Assets on Schedule 2.5.5) and all other cash, checks, drafts or cash equivalents in Seller’s bank, savings or lockbox accounts or otherwise in Seller’s possession, including any and all bonds, surety instruments, insurance policies and all rights and claims thereunder, letters of credit or other similar items, and any cash surrender value in regard thereto, and any stocks, bonds, certificates of deposit and similar investments; 2.2.2 Seller’s and its Affiliates’ prepaid business (including, liability, business interruption and the like), group and other insurance policies, Contracts of insurance, all employee-related or employee benefit-related files or recordscoverage, other than personnel files of Transferred Employees (proceeds and recoveries 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 or to the transfer thereof is permitted by applicable Law), cash surrender value thereof; 2.2.3 all rights and claims of Seller and its Affiliates to the extent relating to any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers Excluded Asset, any Retained Liabilities or any obligation of their respective AffiliatesSeller to indemnify Buyer, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) rights in favor of Sellers Seller or its Affiliates in respect of any other Excluded Asset, any Retained Liabilities or any obligation of their respective Affiliates Seller to indemnify the Buyer; 2.2.4 any books and records that Seller is required by Legal Rules to retain (in which case Seller shall provide or cause to be provided to Buyer complete and correct duplications thereof, to the extent permitted by applicable Legal Rules) or is prohibited by Legal Rules from disclosing, and all documents, books and records relating to the organization, existence and ownership of Seller and its Affiliates, including their corporate minute books and other books and records related to internal company matters or headquarters operations, all records concerning confidential financial relationships with Seller’s lenders or Affiliates, and all records that do not relate to the Business; 2.2.5 any Excluded Asset claims, rights and interest in and to any refund, rebate, abatement, credit or other recovery of Taxes or fees of any nature for periods prior to the Closing or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies choses in favor of Sellers and their respective action owned by Seller or its Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts refund, rebate, abatement, credit or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds recovery of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)fees; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding the Transferred provisions of Section 2.2, the Purchased Assets subject shall not include the following (herein referred to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from as the Transferred Assets (the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include "): (a) all corporate minute books and stock transfer books and the Transferred Assets shall exclude) the following assets and properties corporate seals of Sellers and their respective Subsidiaries:Affiliates (other than Dermagraft JV and DermEquip) and all other books and records which Sellers and their Affiliates (other than Dermagraft JV and DermEquip), as the case may be, may be required by law to retain or which do not relate to the Equity Interests or the Purchased Assets, the Business or the Assumed Liabilities, provided that Buyer shall be entitled to receive copies of any such books and records to the extent they relate to the Business, the Purchased Assets, the Equity Interests or the Assumed Liabilities and to the extent that the provision of such copies is not otherwise prohibited by law; (ab) any and all prepaid workers' compensation premiums (other than the portion relating to the Transferred Employees); (c) the capital stock or other equity interests of any subsidiaries of Sellers or any subsidiaries of their Affiliates (excluding the Equity Interests); (d) any claims that Sellers may have against any of their respective current or former Representatives; (e) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers (but excluding cash and cash equivalents owned or their respective Affiliatesheld by Dermagraft JV and DermEquip); (bf) other than the Transferred Contractsany books, all Contracts to which any Seller or its Affiliates is a partyrecords, files, customer lists, research and development files, records and laboratory books and credit records of customers (including all employment agreements of Business Employees; (c) data and other than the Transferred Intellectual Propertyinformation stored on discs, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account tapes or other records having media) if and to do with the corporate organization of extent Sellers or their Affiliates (other than the Purchased Subsidiary)Dermagraft JV and DermEquip) are required by law to retain such books, all employee-related or employee benefit-related records, files or records, other than personnel files lists; provided that Buyer shall be entitled to receive copies of Transferred Employees (any such items to the extent they relate to the transfer thereof Business, the Equity Interests or the Purchased Assets or the Assumed Liabilities and to the extent that the provision of such copies is permitted not otherwise prohibited by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainlaw; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) intercompany receivable of Sellers or any of their respective Affiliates (except as otherwise expressly contemplated herein with respect to the extent relating to any Excluded Asset Dermagraft JV or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingDermEquip); (h) the Sellers' Benefit Plans and any Counsel Communicationsassets related thereto; (i) all Benefit Plans and trusts or other assets attributable theretocontracts of insurance held by Sellers; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Retained Patent; (k) all rights of Sellers and their respective Affiliates under this Agreement and any Software which is not exclusively or primarily used or held for use in or relating to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business; (l) any Contracts that are excluded pursuant to the assets, properties final paragraph of Section 2.2; (m) any Intellectual Property which is not used or held for use in or relating to the Business in any respect and rights specifically set forth on Schedule 2.03(l)which is not included in the Cartilage Assets; and (mn) all Leases except as set forth in the Sublease Agreementany ATS Primary Assets.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For Without limiting the avoidance of doubt, notwithstanding anything in Section 2.02foregoing, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain or otherwise determines are necessary or advisable for Seller to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rightssubject to Section 6.05(d), claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto, including, without limitation, (i) the Test and Services Pension Plan, formerly the Racal Pension Plan and related trust, (ii) the ▇▇▇▇▇ ▇▇▇▇ Instruments, Inc. Supplemental Executive Retirement Plan and related trust, including the assets of the respective trusts including the Pacific Life Insurance policy # VP60463170 ((i) and (ii) collectively referred to as, the “Pension Plans”), and (iii) the assets and liabilities attributable to the Employees and former employees of the Business participating in the Deferred Compensation Plan of ▇▇▇▇ North America, Inc. (the “Nonqualified Deferred Compensation Obligations”); (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Affiliates; (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection any nature available to or being pursued by Seller with this Agreement (including the Ancillary Agreements)respect to pre-Closing matters or occurrences, whether arising by way of counterclaim or otherwise; (li) all assets, properties and rights used by Seller in its businesses other than the Business; (j) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other than Notwithstanding anything set forth in this Agreement to the contrary, the Transferred Assets subject to Section 2.02shall not include the following assets (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets which shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesbe retained by Seller or its Affiliates: 2.2.1 Seller’s cash on hand as of the Adjustment Time (a) all other than p▇▇▇▇ cash of the Newspapers included as Adjustment Assets on Schedule 2.5.6 and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred ContractsClosing Cash) and all other cash, checks, drafts or cash equivalents in Seller’s bank, savings or lockbox accounts or otherwise in Seller’s possession, including any and all bonds, surety instruments, insurance policies and all rights and claims thereunder, letters of credit or other similar items, and any cash surrender value in regard thereto, and any stocks, bonds, certificates of deposit and similar investments; 2.2.2 Seller’s and its Affiliates’ prepaid business (including, liability, business interruption and the like), group and other insurance policies, Contracts of insurance, all Contracts coverage, proceeds and recoveries thereunder and all rights in connection therewith, including, without limitation, rights arising from any refunds due with respect to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (insurance premium payments to the extent related to such insurance policies or to the transfer thereof is permitted by applicable Law), cash surrender value thereof; 2.2.3 all rights and claims of Seller and its Affiliates to the extent relating to any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers Excluded Asset, any Retained Liabilities or any obligation of their respective AffiliatesSeller to indemnify Buyer, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies rights in favor of Sellers Seller or its Affiliates in respect of any other Excluded Asset, any Retained Liabilities or any obligation of Seller to indemnify the Buyer; 2.2.4 any books and records that Seller is required by Legal Rules to retain or is otherwise prohibited by Legal Rules from disclosing and any correspondence, memoranda, books of account, Tax reports and Tax Returns and the like related to the Business and all files related to the Business that are located at the headquarters of Seller in Richmond, Virginia (provided, however, that other than such books and records that Seller is prohibited by Legal Rules from disclosing, that are legal files or subject to attorney-client privilege, or that relate to either Excluded Assets or Retained Liabilities, Seller shall provide Buyer with copies of all such books and records, correspondence, memoranda, books of account, Tax records, Tax Returns and the like related to, and material to the operation of, the Business, as well as copies of all files related to, and material to the operation of, the Business, that are located at the headquarters of Seller in Richmond, Virginia), and all documents, books and records relating to the organization, existence and ownership of Seller and its Affiliates, including their respective corporate minute books and other books and records related to internal company matters or headquarters operations, all records concerning financial relationships with Seller’s lenders or Affiliates, and all other records not relating primarily to the Business; 2.2.5 any claims, rights and interest in and to any refund, rebate, abatement, credit or other recovery of Taxes or fees of any nature for periods prior to the Adjustment Time or any choses in action owned by Seller or its Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts refund, rebate, abatement, credit or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds recovery of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)fees; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands Purchaser acknowledges and agrees that that, pursuant to this Agreement or any Ancillary Agreement, it is not purchasing acquiring any rights, titles or acquiringinterests in, to or under any assets, property (of any kind or nature, real or personal, tangible or intangible), rights and Sellers and/or their respective Subsidiaries are not selling or assigninginterests of Seller and its Affiliates other than the Purchased Assets, any other assets or properties of Sellers or their respective Subsidiariesthe Facility Lease and the Contractual Rights, and all such other assets and properties shall be excluded from including the Transferred Assets following (collectively, the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all cash any Cash Equivalents of Seller and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective its Affiliates; (b) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards or any other than the Transferred Contracts, Tax asset with respect to any and all Contracts to which any Taxes of Seller or any of its Affiliates is a party, including all employment agreements of Business Employeesspecified under Section 2.5(f); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsExcluded Records; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Tangible Assets; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers Seller or any of their respective its Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any guarantees, warranties, indemnities and all such rights, claims and credits arising under insurance policies similar rights in favor of Sellers and their respective Seller or any of its Affiliates relating to any Excluded Asset or (other than any Excluded Liability; (g) all claims of and any amounts received after the Lease Assignment Closing pursuant to the Facility Lease by Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) Purchaser from Landlord related to the extent such breaches occurred period prior to the Lease Assignment Closing; (h) any Counsel Communications; (if) all Benefit Employee Plans and all related Contracts, including the funding arrangements (e.g., accounts, trusts, insurance arrangements and policies, and stop-loss policies) and administrative or other service agreements with third-party providers, trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refundsShared Contracts, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered than Shared Contract Rights allocated to Purchaser in connection accordance with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.11; and (mh) all Leases except as set forth in the Sublease Agreementany Excluded Contracts.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees The assets that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, constitute Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesonly: (ai) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;The consideration delivered to Seller pursuant to this Agreement. (bii) The right of Seller to enforce the representations, warranties, covenants and indemnities of Buyer under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements and the obligations of Buyer to pay, perform or discharge the liabilities and obligations of Seller assumed by Buyer under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements, and all other rights, including rights of indemnification, of Seller under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements. (iii) All assets, rights, privileges, claims and Contracts owned by Seller and used in connection with the Other Businesses, including, without limitation, the Media Division Assets. (iv) All credits, reserves and deposits with applicable Governmental Entities including, without limitation, those related to unemployment compensation and workers' compensation. (v) All of Seller's insurance policies and any right, title and interest of Seller in and to any proceeds thereof or any claims thereunder or with respect thereto, in each case whenever arising. (vi) All of Seller's deposit accounts other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees;payroll accounts specified in Section 2.1(a)(xi). (cvii) other than All of Seller's Plans, any assets thereof, and the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates books and its and their Third Party licensors;records related to such Plans. (dviii) the The Marks set forth on Schedule 2.1(b). (ix) Seller's articles of incorporation, non-transferable franchises, corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other corporate records having to do with the corporate organization and capitalization of Sellers Seller and all income tax records and nontransferable Permits. (x) Seller's books of account related to the Other Businesses. (xi) All refunds with respect to (A) Income Taxes attributable to periods of time that Seller was the owner of the Purchased Assets and (B) sales Taxes and property Taxes due and payable on or their Affiliates before the Closing Date. (xii) All amounts owed, or reflected on the books of account of Seller as being owed, by Seller to the Business. (xiii) Cash other than the Purchased Subsidiarycash referenced in Section 2.1(a)(vii), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees . (xiv) Seller's fee interest in the Owned Real Property. (xv) All fixtures and improvements attached to the extent Owned Real Property. (xvi) All of Seller's accounts receivable as of the transfer thereof is permitted date hereof arising from the Business, together with any additions thereto received or incurred by applicable Law)Seller after the date hereof through and including the Closing Date, the trade accounts receivable ledger dated as of the Closing Date, and any other books and records which a Seller is prohibited from disclosing documents or transferring instruments related to Buyer under applicable Law and is required by applicable Law to retain;such accounts receivable or useful in the collection thereof, including, without limitation, bills of lading, invoices, shipping documents, purchase orders, etc. (exvii) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other The assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l2.1(b); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a partynotes and receivables howsoever arising, including all employment agreements of Business Employeestrade notes and trade accounts receivable; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Seller Intellectual Property; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (all books and records related to the extent conduct of the transfer thereof is permitted by applicable Law)Seller’s business, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims any rights of Seller or its Affiliates with respect to (i) any Tax refunds, credits, tax loss carry forwards, rebates or abatements, (ii) any rights to credits, refunds, rebates or abatements of Taxes relating to periods (or portions thereof) ending at or prior to the Closing Date, (iii) any Tax Returns or Tax records of Seller or any of its Affiliates, and (iv) any rights of Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingTax allocation or sharing agreement; (h) all rights to any Counsel Communicationsaction, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(i) of the Disclosure Schedules; (j) the membership interests or any other rights of Seller in or to VIALCO; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other than In no event shall any Subsidiary Transferor sell, assign, transfer, convey or deliver to the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringBuyer, and Sellers and/or their respective Subsidiaries are not selling or assigningin no event shall the Buyer acquire, any of the right, title and interest of any Subsidiary Transferor in or to any of the assets of such Subsidiary Transferor, other assets or properties of Sellers or their respective Subsidiaries, and than such Subsidiary Transferor’s Purchased Assets (all such other excluded assets and properties shall be excluded from the Transferred Assets (of all Subsidiary Transferors, collectively, the “Excluded Assets”). For Without limiting the avoidance generality of doubtthe foregoing, notwithstanding anything in Section 2.02, the Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieseach Subsidiary Transferor: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Affiliatessecurities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred Intellectual Propertysubject to Section 2.1(h), all other Intellectual Property owned or held for use by any Seller or its Affiliates Books and its and their Third Party licensors; (d) the Records, corporate seals, organizational documents, minute books, stock books, books and Tax Returns; (d) all Seller Benefit Plans and assets, books of account interests, property or other records having to do with the corporate organization of Sellers or their Affiliates (rights attributable thereto other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (those assets transferred pursuant to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business rights which accrue or will accrue to the Transferred Assets that are arranged or maintained by Sellers or any of their respective AffiliatesSeller under this Agreement, including any prepaid insurance premiums or insurance recoveries thereunder the Ancillary Agreements and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingtransactions contemplated thereby; (f) all rights, claims intercompany accounts receivable between Seller and credits any of its Affiliates (including all guaranteesthe Subsidiary Transferors), warranties, indemnities or between any Affiliate of Seller and similar rights) any other Affiliate of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilitySeller; (g) all claims policies of insurance, whether with respect to the Purchased Assets or the Business or otherwise, maintained or managed through the Seller or such Subsidiary Transferor, including general liability, property, casualty, workers’ compensation and product liability and all policies of insurance covering any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingBenefit Plan; (h) all Rights to any Counsel CommunicationsLegal Actions of any nature available to or being pursued by the Seller or such Subsidiary Transferor to the extent related to actions or omissions before the Closing, whether arising by way of counterclaim or otherwise, other than those exclusively related to the Business, the Purchased Assets or the Assumed Liabilities; (i) all Benefit Plans claims for refunds or credits with respect to any Taxes paid or incurred by or on behalf of the Seller or such Subsidiary Transferor, together with any interest received or due from the relevant Tax authority, any prepaid Taxes of the Seller or such Subsidiary Transferor and trusts any other Rights related to Taxes of the Seller or other assets attributable theretosuch Subsidiary Transferor, in each case to the extent arising out of the ownership or operation of the Business or the Purchased Assets for taxable periods (or portions thereof) ending on or before the Closing Date; provided, that in the event that the Seller or a Subsidiary Transferor, as the case may be, receives any Tax Refund arising out of, in respect of or relating to the Business or the Purchased Assets for taxable periods (or portions thereof) beginning after the Closing Date, the Seller shall, or direct the Subsidiary to, pay such Tax Refund to the Buyer promptly following such receipt; (j) all Tax assets (including duty and Tax refundsthe capital stock of, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller other equity interest in, such Subsidiary Transferor or any other Subsidiary of its Affiliates is responsible under the terms of this Agreement)Seller; (k) all rights Registered Intellectual Property and Software (other than as listed in Section 2.1(d) of Sellers the Seller Disclosure Letter), other Intellectual Property (other than the Purchased Intellectual Property) and their respective Affiliates under this Agreement all names and the other agreements and instruments executed and delivered in connection with this Agreement Trademarks (including the Ancillary AgreementsSeller Trademarks);, in each case of the Seller or any of its Affiliates, including any Subsidiary Transferor; and (l) the assets, properties and rights Rights specifically set forth on Schedule 2.03(l); and (min Section 2.2(l) all Leases except as set forth in of the Sublease AgreementSeller Disclosure Letter.

Excluded Assets. Other than Notwithstanding anything to the Transferred contrary herein, the Acquired Assets subject to Section 2.02do not include any of Sellers’ right, Buyer expressly understands title and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from interest in the Transferred Assets following (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all any cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesSellers; (b) the charter, qualifications to conduct business, arrangements with registered agents, taxpayer and other than identification numbers, seals, minute books and other documents relating to the Transferred Contractsorganization, all Contracts to which any maintenance, and existence of each Seller as a corporation or its Affiliates is a partylimited liability company, including all employment agreements of Business Employeesas applicable; (c) other than any Contract relating to the Transferred Intellectual Property, all other Intellectual Property owned issuance of securities or held for use by governance of any Seller or its Affiliates and its and their Third Party licensorsSeller; (d) any Contract not disclosed in Section 4.11 of the corporate sealsDisclosure Schedules if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, organizational documentsin such Purchaser’s reasonable determination, minute booksmaterially and adversely affect such Purchaser, stock books, Tax Returns, books of account or other records having unless Purchaser Parent gives written notice to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Seller Parent that it deems such Contract to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainconstitute an Acquired Contract; (e) all insurance policies Sellers’ books or records relating primarily to internal corporate matters, Tax Returns and insurance contracts insuring associated work papers through the Business Closing Date, and any other Books and Records to the extent not primarily related to the Acquired Assets or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingFinishing Business; (f) all rightsbooks, claims documents, records and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers files prepared in connection with or relating in any of their respective Affiliates way to the extent relating to any Excluded Asset transaction covered by this Agreement or any Excluded Liabilitythe Ancillary Agreement, including bids received from other parties and analyses relating in any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating way to any Excluded Asset or any Excluded Liability;the Finishing Business (g) all claims of reimbursements or refunds owed to any Seller or for Taxes for which any of its Affiliates Seller is responsible under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingthis Agreement; (h) any Counsel CommunicationsSeller’s rights under any policies of insurance purchased by Sellers, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (i) all assets held with respect to Sellers’ Employee Benefit Plans and trusts or Plans/Schemes (other assets attributable theretothan those Employee Benefit Plans/Schemes listed on Schedule 6.3(a)); (j) all Tax assets (including duty personnel, payroll, benefits, work authorization, and Tax refunds, Tax prepayments, Tax books and other associated necessary records and Tax Returns) of a Seller or related to any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Hired Employee that Sellers are not legally permitted to transfer to Purchasers; (k) all rights intercompany accounts between any Sellers or between any Seller and any Acquired Subsidiary or any other Affiliate of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreementsany Seller, which accounts are subject to Section 6.1(i); (l) the assetsValence Facility; (m) the operations of ITW Industry Co. Ltd, properties and rights specifically set forth on Schedule 2.03(lcurrently a subsidiary of ▇▇▇▇▇▇▇▇ Industrial Finishing KK (Japan/US); (n) the equity interest (one share of capital stock) in Syspack Industria e Comercio de Sistemas de Embalagens Industriais Ltda. held by DeVilbiss Equipamentos para Pintura Industrial Ltda; (o) all Excluded Domain Names; and (mp) all Leases except as set forth in the Sublease Agreementrights of any Seller under this Agreement and the Ancillary Agreements.

Excluded Assets. Other Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer, convey, assign or deliver, and Buyer shall not purchase, accept or otherwise acquire, any right, title or interest in any assets, properties, rights or interests of Seller or any of Seller’s Affiliates other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Acquired Assets (the “Excluded Assets”). For , which include the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities rights of Sellers Seller arising under this Agreement or their respective Affiliatesthe Ancillary Agreements or from the consummation of the Transactions; (b) all Tax refunds, credits, offsets, rebates, recoveries, credits of Taxes, Tax losses, loss and credit carry-forwards and similar benefits related to the Acquired Assets for a Pre-Closing Tax Period or relating to the other than the Transferred Contracts, Excluded Assets for all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesperiods; (c) all Tax Returns, as well as other than the Transferred Intellectual PropertyTax data and records, or any Tax Return of Seller or any of its Affiliates relevant in each case to Pre-Closing Tax Periods; (d) all other Intellectual Property accounts receivable and rights of Seller or its Affiliates relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; (e) cash, cash equivalents, bank accounts, bank deposits and marketable securities on hand and in transit of Seller or any of its Affiliates; (f) Trademarks owned or held for use by any Seller; (g) the corporate books and records of Seller or and its Affiliates and all books and records related to the employees of Seller and its and their Third Party licensorsAffiliates; (dh) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)current and prior insurance policies, and all rights of any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesnature with respect thereto, including any prepaid insurance premiums or all insurance recoveries thereunder and the right rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (fi) all rights, claims employees and credits (including all guarantees, warranties, indemnities and similar rights) employee benefit plans or programs of Sellers Seller or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityits Affiliates; (gj) all claims information of any Seller or any of its Affiliates under any Contract in respect of breaches by any party that is protected from disclosure pursuant to such Contract (other than such Seller and its Affiliates) the attorney-client privilege, the work product doctrine or another applicable legal privilege to the extent such breaches occurred prior to arising out of the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms negotiation of this AgreementAgreement and the Ancillary Agreements or the consummation of the Transactions (“Prohibited Information”); (k) all rights of Sellers any equity or other interest in Excel Diagnostics and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Nuclear Oncology Center; and (l) the assetsall real property owned by Seller or its Affiliates, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth leasehold interests in the Sublease Agreementreal property, which interests are held by Seller or its Affiliates.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties There shall be excluded from the Transferred Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer or its designee hereunder and, to the extent in existence on the Closing Date, there shall be retained by the Sellers, all assets, properties and rights other than the Acquired Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02including, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieswithout limitation: (a) all cash and cash equivalents (including All rights of the Sellers under this Agreement or any other investment assets), bank accounts and securities of Sellers or their respective Affiliatesagreement entered into pursuant hereto; (b) other than Any leased assets included within the Transferred Contracts, all Contracts definition of Acquired Assets if the Buyer does not assume the Seller’s lease obligations with respect to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeessuch assets; (c) other than Any cash or cash equivalents and all bank accounts of the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its Sellers and their Third Party licensorsSubsidiaries; (d) the corporate sealsAny capital stock, organizational documents, minute books, stock books, Tax Returns, books of account securities or other records having to do with the corporate organization of Sellers interests held by any Seller in any Subsidiary or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainPerson; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or Any assets of any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSeller Plan; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) All inventory of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilitySellers; (g) all claims All rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract real property leases (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingAcquired Leases); (h) All rights of the Sellers in, under, and with respect to the insurance policies, contracts and coverages obtained by any Counsel Communicationsof the Sellers or listing any of them as an insured party, a beneficiary or loss payee; (i) all Benefit Plans All rights of any of the Sellers under any Contractual Obligation (other than Licenses, Acquired Leases, Acquired Permits, Acquired Contracts, and trusts or other assets attributable theretoconfidentiality agreements acquired by the Buyer pursuant to Section 2.1(f) hereof); (j) all Tax assets All corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (including duty the originals of which will be delivered to the Buyer as part of the Acquired Assets), and Tax refunds, Tax prepayments, Tax such other books and records and Tax Returns) as pertain only to the organization, existence, share capitalization or debt financing of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Sellers; and (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assetsAll losses, properties loss carryforwards and rights specifically set forth on Schedule 2.03(l); and (m) to receive refunds, credits and loss carryforwards with respect to any and all Leases except as set forth in the Sublease AgreementTaxes which constitute Retained Liabilities.

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties of the Asset Sellers (collectively, the “Excluded Assets”) shall remain the exclusive property of the Asset Sellers and shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents Contracts set forth on Section 2.4(a) of the Sellers’ Disclosure Schedule (including other investment assetsthe “Excluded Contracts”), bank accounts and securities of Sellers or their respective Affiliates; (b) accounts receivable to the extent arising exclusively out of any Excluded Asset (including any Excluded Contract) or any intercompany accounts receivable due and owing from any Affiliate of any Asset Seller (other than the any Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesEntity); (c) all Claims that the Sellers may have against any Person (other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates Buyer and its and their Third Party licensorsAffiliates) with respect to any Excluded Assets; (d) all rights under or pursuant to all warranties, representations and guarantees under any Excluded Contract, including those made by suppliers, manufacturers and contractors or any other third party to and for the corporate sealsbenefit of the Asset Sellers, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (but in each case solely to the extent the transfer thereof underlying equipment, component product or other asset provided under that Excluded Contract is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainalso an Excluded Asset; (e) all insurance policies and insurance contracts insuring the Business rights under non-disclosure or the Transferred Assets confidentiality, non-compete or non-solicitation agreements that are arranged or maintained by Sellers or any listed on Section 2.4(e) of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ Disclosure Schedule; (f) all rightsrights of any nature with respect to any insurance policy, including any recoveries thereunder any rights to assert claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or seeking any of their respective Affiliates such recoveries to the extent relating to any such policy is an Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAsset; (g) all claims rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract (other than such Seller this Agreement and its Affiliates) the agreements and instruments delivered to the extent such breaches occurred prior Sellers by Buyer pursuant to the Closingthis Agreement; (h) any Counsel Communicationssubject to Section 6.3, the company seal, minute books, charter documents, stock or equity record books and such other books and records solely as pertain to the organization, existence or capitalization of the Sellers; (i) all Benefit Plans the Sellers’ directors and trusts or other assets attributable theretoofficers liability insurance policies, if any; (j) all Tax assets executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Seller Parent’s 2021 Incentive Award Plan (including duty the “Parent LTIP”) and Tax refunds(i) the amended and restated long-term incentive plan of Li-Cycle Corp. and the (ii) amended and restated stock option plan of Li-Cycle Corp. (collectively, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement“Parent Legacy Plans”); (k) all rights equity interests in or securities of Sellers and their respective Affiliates under this Agreement and any Seller or any other Person, including options, restricted stock units warrants or other securities exchangeable or convertible into equity interests of any Seller or any other Person (other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsTransferred Entities); (l) other than the assetsTransferred Entities, properties the equity interests of any Person, including the Carve-out Entities; (m) all cash, money orders, third-party checks, wire transfers and rights specifically set forth on Schedule 2.03(lany other funds of the Asset Sellers, commercial paper, marketable securities, demand deposits, reserves for taxes, certificates of deposit and other bank deposits, deposits of the Asset Sellers with any third-party (including any vendor, manufacturer, customer, utility or landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments (collectively, the “Excluded Cash”); and (mn) all Leases except as set forth assets owned or used by the Sellers that are specifically identified in Section 2.4(n) of the Sublease AgreementSellers’ Disclosure Schedule.

Excluded Assets. Other Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing, Sellers and their Affiliates (other than the Transferred Assets subject to Section 2.02Entities) shall retain all of their right, Buyer expressly understands title and agrees that it is not purchasing or acquiringinterest in and to, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubtdirect or indirect sale, notwithstanding anything in Section 2.02conveyance, Excluded Assets shall include (assignment or transfer to Purchaser hereunder, and the Transferred Assets shall excludenot include, any assets, properties and rights used or held for use by Sellers or their Affiliates (other than the Transferred Entities) of the following assets types described below or any other assets, properties and properties rights of Sellers every kind and their respective Subsidiaries:description that do not constitute Transferred Assets (collectively, “Excluded Assets”): (a) all cash assets, properties and cash equivalents (including other investment assets)rights of, bank accounts and securities of Sellers all equity, joint venture or their respective Affiliatessimilar interests in, the FMP Group Companies; (b) other than the Transferred Contractsall cash (including, without limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesmoney market accounts and mutual fund accounts); (c) all accounts and notes receivable of each Seller, whether recorded or unrecorded, (i) from divisions or Affiliates of Sellers that are not Transferred Entities or other than parts of the Transferred Intellectual Property, all Business or (ii) that do not arise out of the sale or other Intellectual Property owned disposition of goods or held for use by any Seller or its Affiliates and its and their Third Party licensorsservices of the Business; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books policies and contracts of account insurance maintained by or other records having to do with the corporate organization on behalf of Sellers or their Affiliates (other than the Purchased SubsidiaryTransferred Entities) or on behalf of the Transferred Entities by Sellers or their Affiliates (including in each case any return of charges or premiums under retrospective rating plans), and all employee-related rights thereunder (including the benefit of any deposits or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Lawprepayments), and any other books and records which a Seller is prohibited from disclosing insurance proceeds to the extent covering any portion of any Excluded Assets or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Liabilities; (e) all insurance policies rights of Sellers and insurance contracts insuring the Seller Indemnified Parties under this Agreement and the Ancillary Agreements; (f) Sellers’ and their Affiliates’ (for the avoidance of doubt, excluding the Transferred Entities) corporate charters or formation documents, corporate seals, minute and stock record books, Tax records and other corporate records other than those described in Section 1.2(f), and all rights thereunder; (g) all refunds, rebates, abatements, or credits of Retained Taxes, and all Tax Returns of Sellers and the books and records (including working papers) related thereto; (h) all assets, properties and rights used in providing general and administrative services or information technology services to the Business or other services contemplated by the Transferred Assets Transition Services Agreement and which are not dedicated primarily to the Business; (i) any employee data which relates to employees who are not Employees or which Sellers are prohibited by Law or Contract from disclosing or delivering to Purchaser; (j) all rights in or under, and all assets and entitlements related to, all assets associated with Benefit Plans that are arranged not Assumed Benefit Plans to the extent provided by Article 7; (k) all claims, rights, benefits and interests arising under or maintained resulting from any Excluded Asset or Excluded Liability (including all rights to indemnification in respect thereof and all rights in and benefits arising from claims and litigation relating thereto); (l) all real property owned by Sellers or any of their respective Affiliates (other than the Transferred Entities), and all real property leases of Sellers and their Affiliates, including any prepaid insurance premiums and all manufacturing, operating or insurance recoveries thereunder other facilities (including, without limitation, the Green Island Facility, Guangzhou Facility, Condé Facility, the Tennessee Facility (including, for the avoidance of doubt, the landfill and certain contiguous real property used by the Business in the vicinity thereof) and the right to assert claims ▇▇▇▇ Facility) and ownership or leasehold interests (as applicable) with respect to any such insurance recoveriesthereto, whether arising before or after Closingnot used in the Business, in each case other than those set forth on Schedule 1.2(a); (fm) all Excluded Intellectual Property and Sellers’ Marks; (n) except as expressly provided in Section 1.2, all assets, properties and rights of or relating to the Excluded Businesses (including any assets, properties and rights of the Business used primarily in the conduct of the Excluded Businesses); (o) all assets, properties and rights of Friction Materials France; (p) all assets, properties and rights of Financiere other than (i) the Transferred Owned Real Property located in Allonne, France set forth on Schedule 1.2(a) and (ii) goodwill and intangible assets of the Business; (q) all assets, properties and rights of Honeywell (Guangzhou) Friction Materials Co., Ltd.; (r) all Permits which are not legally transferrable; (s) any asset, property or right, or class of assets, properties or rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all excluded from the categories of assets described in clauses 1.2(a)-1.2(l) by virtue of the limitations contained in such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilitydescriptions; (gt) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)of Friction Materials LLC and any other assets, properties and rights owned, used or held for use by Sellers or any of their Affiliates in connection with the conduct of the US Business (including, without limitation, in connection with the conduct of the Business at the Green Island Facility, the Tennessee Facility and the ▇▇▇▇ Facility) or the business of the FMP Group Companies; and (mu) all Leases except as set forth in the Sublease AgreementUS Bendix Inventory.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) to the extent not included in Current Assets, all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Transaction Documents; and (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementTransaction Documents.

Excluded Assets. Other than the Transferred The Acquired Assets subject to Section 2.02, Buyer expressly understands and agrees that it is shall not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets sale, conveyance, assignment, transfer or delivery to Purchaser hereunder, and Seller shall retain all of its existing right, title and interest in and to, any assets, properties, rights or interests other than those specifically listed or described in Section 2.1 (all such assets, properties, rights or interests not so listed or described, collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, the Excluded Assets shall include (include, and the Transferred Acquired Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesnot include: (a) all of Seller’s cash and cash equivalents (including other investment assetsthe Cash), bank accounts cash equivalents, and securities of Sellers or their respective Affiliatesmarketable securities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesSeller’s bank accounts; (c) other than the Transferred Intellectual Propertyany losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsTaxes of Seller; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books Excluded Books and Records and other documentation and information of account or other records having to do with the corporate organization of Sellers or their Affiliates (Seller other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (rights and assets transferred pursuant to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainSection 2.1; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingExcluded Fixed Assets; (f) all tangible personal property of Seller other than tangible Acquired Assets; (g) all real property of Seller; (h) all Intellectual Property of Seller; (i) any rights, claims claims, and credits (including all guarantees, warranties, indemnities and similar rights) causes of Sellers action relating to this Agreement or any Ancillary Agreements; and (j) all claims, counterclaims, defenses, causes of their respective Affiliates action, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any Third Party, to the extent relating to any Excluded Asset Liabilities or any the Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementAssets.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.1, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents Contracts that are not Assigned Contracts (including other investment assetsthe “Excluded Contracts”), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-benefit related files or records, other than personnel files of Transferred Employees (Transferable Employees, books and records not exclusively related to the extent the transfer thereof is permitted by applicable Law)Business or Purchased Assets, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (hc) any Counsel Communications; (i) all Benefit Plans benefit plans and trusts or other assets attributable thereto; (jd) all Tax assets (including duty cash and Tax refundscash equivalents, Tax prepayments, Tax books bank accounts and records and Tax Returns) securities of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (le) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 1.2(e) of the Disclosure Schedules; (f) all Intellectual Property other than the Intellectual Property Assets; (g) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (h) all tax assets (including duty and Tax refunds and prepayments) of Seller or any of its affiliates; (i) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, other than those primarily related to a Purchased Asset or Assumed Liability; (j) all assets, properties and rights used by Seller in its business other than those exclusively used in the Business; and (mk) all Leases except as set forth in the Sublease rights which accrue or will accrue to Seller under this Agreement, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Domain Name Assignment Agreement and the other agreements, instruments and documents required to be delivered at the Closing (“Ancillary Documents”).

Excluded Assets. Other than Notwithstanding any provision herein to the Transferred contrary, the Acquired Assets subject to Section 2.02shall not include the following (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash Excluded Insurance Policies and cash equivalents (all interests therein and all deposits, prepayments, advances and security relating solely thereto, and all rights and benefits of any of the Selling Entities of any nature with respect solely thereto, including all interests in any bonds maintained under Section 412 of ERISA and in any insurance policies relating to Seller Benefit Plans, and all royalties, advances, prepaid assets, security and other investment assets)deposits, bank accounts prepayments and securities other current assets of Sellers or their respective Affiliatesthe Selling Entities as of the Closing relating solely to Contracts that are not Assumed Contracts; (b) all intercompany obligations and other than the Transferred Contracts, all Contracts amounts receivable of any Selling Entity owed to which it by any Seller or its Affiliates is a party, including all employment agreements of Business Employeesother Selling Entity; (c) any confidential records, documents or other than information relating to Excluded Employees, and any materials containing information about any Excluded Employee or Transferred Employee, to the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsextent disclosure of which to Buyer would violate applicable Law; (d) the Selling Entities’ (i) minute books and other corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records relating to their organization and existence, including the Selling Entities’ stock records and corporate seal, and the Selling Entities’ books and records relating to Taxes of the Selling Entities, including Tax Returns filed by or with respect to the Selling Entities, (ii) records which a Seller is prohibited from disclosing or transferring any of the Selling Entities are required to Buyer under retain by applicable Law and is required by applicable Law (iii) books, records, information, files, data and plans (whether written, electronic or in any other medium), advertising and promotional materials and similar items relating to retainany Excluded Assets or Excluded Liabilities; provided, however, that Buyer shall have the right to make copies of any portions of such books and records related to the Acquired Assets; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder Selling Entities’ rights under this Agreement and the right other Transaction Documents, and all consideration payable or deliverable to assert claims with respect the Selling Entities pursuant to any such insurance recoveries, whether arising before or after Closingthe terms and provisions hereof; (f) all rights, claims and credits any Contracts of any Selling Entities (including employment Contracts and purchase orders that are not Assumed Purchase Orders), other than the Assumed Contracts and Additional Assumed Contracts, together with all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates prepaid assets relating solely to Contracts other than the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAssumed Contracts; (g) all claims any shares of capital stock or other equity interests of any Seller of the Selling Entities, or any securities convertible into, exchangeable or exercisable for shares of its Affiliates under capital stock or other equity interests of any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSelling Entities; (h) any Counsel Communicationsprepaid income Tax, Tax receivable, Tax refund or Tax rebate of a Selling Entity with respect to any period ending on or prior to the Closing, other than those relating to any Acquired Asset; (i) all any Seller Benefit Plans and trusts Plan or other any right, title or interest in any assets attributable of or relating thereto; (j) all Tax assets (rights, claims and causes of action, including duty and Tax rights of indemnity, warranty rights, rights of contribution, rights to refunds, Tax prepaymentsrights of reimbursement and other rights of recovery, Tax books including rights to insurance proceeds, of the Selling Entities (regardless of whether such rights are currently exercisable), to the extent solely and records and Tax Returns) of a Seller specifically related to the Excluded Assets or any of its Affiliates Excluded Liabilities (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under collectively, the terms of this Agreement“Excluded Claims”); (k) all rights prepaid charges and deposits in respect of Sellers telephone, electricity, water and their respective Affiliates under this Agreement sewer and other utilities that are required to be funded by the other agreements and instruments executed and delivered Selling Entities pursuant to the Selling Entities’ motion filed in connection with this Agreement (including the Ancillary Agreements);Bankruptcy Case pursuant to Section 366 of the Bankruptcy Code, filed by the Selling Entities on the Petition Date; and (l) all bank and deposit accounts, which for the assetsavoidance of doubt, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementshall include no Cash other than Retained Cash.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash cash, negotiable instruments, and cash equivalents (including other investment assets)held by, for, or on behalf of the Business, whether restricted or unrestricted, including, for the avoidance of doubt, cash held in bank accounts and securities elsewhere within the Business, but specifically excluding cash held on behalf of Sellers or their respective Affiliatesthird-parties, including without limitation, customer deposits (“Cash”); (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements listed on Section 2.02(b) of Business Employeesthe Disclosure Schedules (the “Excluded Contracts”); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawEmployees), and any other books and records which a that Seller is are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ed) all insurance policies of Seller and insurance contracts insuring all rights to applicable claims and proceeds thereunder (“Excluded Insurance Rights”), except to the Business or extent the Transferred Assets that are arranged or maintained by Sellers proceeds under any such policy may be applied to cover the indemnity obligations of Seller hereunder; (e) all Tax assets (including all rights to receive duty and Tax refunds and prepayments) of Seller or any of their respective Affiliates, including any prepaid insurance premiums Affiliates or insurance recoveries thereunder and otherwise relating to the right Purchased Assets or the Business to assert claims with respect the extent such Tax assets relate to any such insurance recoveries, whether arising before or after Closingthe Pre-Closing Apportioned Period; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating rights to any Excluded Asset action, suit or claim of any Excluded Liabilitynature available to or being pursued by Seller, including any and all such rights, claims and credits whether arising under insurance policies in favor by way of Sellers and their respective Affiliates relating to any Excluded Asset counterclaim or any Excluded Liabilityotherwise; (g) all claims of any Seller books, records, and other materials prepared by, or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (emails and other than such Seller correspondence with, outside legal counsel, together with the related attorney-client privilege and its Affiliates) to the extent such breaches occurred prior to the Closingall attorney work product protections; (h) any Counsel Communicationsall books, records, other materials, emails and other correspondence relating to Seller’s or the Selling Shareholders’ preparation and negotiation of this Agreement and the other Transaction Documents and the evaluation and consummation of the transactions contemplated hereby and thereby; (i) all Benefit Plans and trusts the rights that accrue or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a will accrue to Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Transaction Documents; and (lj) all employee benefit plans maintained by Seller or any Affiliates thereof (the “Seller Benefit Plans”); and (k) the assets, properties and rights rights, if any, specifically set forth on Schedule 2.03(l); and (mSection 2.02(k) all Leases except as set forth in of the Sublease AgreementDisclosure Schedules.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts of the Seller Companies and securities of Sellers or their respective Affiliates; (b) all bank accounts and securities of the Sellers and their Affiliates (other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesForeign Subsidiaries); (c) all Intellectual Property other than the Transferred Business Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other records having to do with the corporate organization organization, maintenance and existence of the Sellers or their Affiliates (other than the Purchased SubsidiaryForeign Subsidiaries), all employee-related or related, employee benefit-related or payroll files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Continuing Employees, and any other books and records which a Seller is the Sellers are prohibited from disclosing or transferring to Buyer Purchaser under applicable Law Legal Requirement and is are required by applicable Law Legal Requirement to retain; (e) all insurance policies those Business Contracts which provide services to the Seller Companies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder but not limited to contracts with attorneys; accountants and providers of services with regard to the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ securities; (f) all rightsqualifications to conduct business as a foreign corporation, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent arrangements with registered agents relating to any Excluded Asset or any Excluded Liabilityforeign qualifications and taxpayer and other identification numbers, including any and all such rightsin each case, claims and credits arising under insurance policies in favor of Sellers the Seller and their respective Affiliates relating to any Excluded Asset or any Excluded Liability(other than the Foreign Subsidiaries); (g) all insurance policies of the Sellers and their Affiliates and all rights to applicable claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communicationsprepaid items and deferred items or credits and deposits of the Sellers and their Affiliates, other than any such item included as an asset in the calculation of Working Capital; (i) all Benefit Plans claims, rights and, with respect to Proceedings, causes of action, rights to refunds, rights of recovery, rights of set-off and trusts rights of recoupment, and other rights to any action, suit or claim of any nature available to or being pursued by the Sellers or any of their Affiliates (other assets attributable theretothan the Foreign Subsidiaries), whether arising by way of counterclaim or otherwise, in each case, to the extent such claim or right does not primarily arise out of or relate to a Business Asset or Business Liability; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller the rights which accrue or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible will accrue to the Sellers under the terms of this Agreement), the Transaction Documents or the transfer documentation in respect of the Securities of the Foreign Subsidiaries; (k) all rights to the phone numbers for all employees of the Sellers and or their respective Affiliates under this Agreement who are not Offered Employees and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)main phone number of PHMD; (l) all rights to the assets, properties e-mail addresses of the Sellers and rights specifically set forth on Schedule 2.03(l); andtheir Affiliates; (m) all Leases rights to the Internet website domain names of the Sellers and their Affiliates (except as set forth in (i) those Internet website domain names specifically listed on the Sublease Agreement.Intellectual Property disclosure statement, and (ii) any other Internet website domain names that include any of the words "nono," "cleartouch," or "kyrobak," but do not include any of the words "PhotoMedex," "PHMD," “Radiancy” or any part thereof or any other names confusingly similar thereto);

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.02and the Membership Interest, Buyer Buyers expressly understands acknowledge and agrees agree that it is they are not purchasing or acquiring, and Sellers and/or their respective Subsidiaries and Sellers Affiliates are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSellers Affiliates, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02greater certainty, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSellers: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of any Seller or Sellers or their respective AffiliatesAffiliate (for the avoidance of doubt, the Round Mountain Cotenancy Interest shall not be considered securities for this purpose), except for suspended funds with respect to proceeds of production as provided in Section 7.24; (b) other than (i) loaded carbon shipped off site from the Transferred ContractsBald Mountain Mine, all Contracts (ii) doré, bullion, unrefined gold and refined gold on site or in transit to which any a smelter or refiner or held by a smelter or refiner for the account of a Seller or its Affiliates is a partythe Round Mountain Venture, including all employment agreements of Business Employeesand (iii) any finished inventory or inventory available for sale; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsExcluded Contracts; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)each Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to which constitute part of the extent the transfer thereof is permitted by applicable Law)Books and Records, and any other books Books and records Records which a any Seller is prohibited from disclosing or transferring to Buyer Buyers under applicable Law and is required by applicable Law to retain; (e) all insurance policies of any Seller or Sellers Affiliates and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesall rights to applicable claims and proceeds thereunder, including any prepaid insurance premiums or insurance recoveries thereunder except as provided in Sections 2.1(a)(xviii), 2.1(b)(xvii) and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing7.27; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Sellers Affiliates; (kh) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Bald Mountain Exploration Assets; (li) the rights which accrue or will accrue to Sellers under this Agreement; (j) the assets, properties and rights specifically set forth on in Schedule 2.03(l2.2(j); and (mk) all Leases except as set forth assets, properties and rights owned by a Seller in its business other than those Relating to the Sublease AgreementBusinesses.

Excluded Assets. Other than At the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other Closing the assets and properties of SPG shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance not include any of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties (individually, an "Excluded Asset", and collectively, the "Excluded Assets"), irrespective of Sellers and their respective Subsidiarieswhether SPG may have had any right, title or interest therein or lease, license or other right to the exploitation or use thereof: (a) all cash any right, title or interest in the SPAR eTraining Business or other SPAR Business or any Intellectual Property of the SPAR Group, including (without limitation) the SPAR eTraining Intellectual Property, the name "SPAR" and cash equivalents (including their other investment assets)trademarks and tradenames, bank accounts and securities of Sellers or their respective Affiliatesthe SPAR accounting, email and payroll systems; (b) any right to participate, or for the employees of SPG to participate, in any pension, welfare or benefit plan, insurance or other than SPAR Group benefit or coverage, and any administrative or other service directly or indirectly provided to or for the Transferred Contracts, all Contracts to which benefit of SPG by any Seller member of the SPAR Group or its Affiliates is a party, including all employment agreements of Business Employeestheir Affiliates; (c) other than any federal, state, local or foreign income or franchise tax benefit or refund of SPG or the Transferred Intellectual Property, all other Intellectual Property owned Seller attributable to periods on or held for use by any Seller or its Affiliates and its and their Third Party licensorsbefore the Closing Date; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books any and all of account or other records having to do with the corporate organization of Sellers or their Affiliates (SPG's Books and Records at any SPAR Group location other than Texas, provided that the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files Seller shall deliver to SPG an electronic copy of Transferred Employees (SPG's accounting data stored on SGRP's "Solomon" computer system such time as SPG ceases to use such computer system pursuant to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainTransition Services Agreement; (e) any and all insurance policies and insurance contracts insuring assets of the Business or the Transferred Assets that are arranged or maintained by Sellers Seller or any other member of their respective Affiliatesthe SPAR Group used at any time or from time to time by SPG and not located on the premises of the SPG, including any prepaid insurance premiums or insurance recoveries thereunder (without limitation) the computers and accounting and other software of the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSPAR Group ; (f) all rightsany liability or other obligations owed to SPG by the Seller, claims and credits (including all guarantees, warranties, indemnities and similar rights) any Affiliate of Sellers the Seller or any of their respective Affiliates Significant Shareholders (other than any that may be owed to SPG under the extent relating to any Excluded Asset Purchase Documents, Revolving Credit Documents or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityTerm Loan Documents); (g) all claims any right, power, privilege, remedy or interest of any the Seller or any other member of its Affiliates the SPAR Group under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing;Purchase Document, Revolving Credit Document, Term Loan Document or Senior Loan Document; and (h) any Counsel Communications; other asset or property listed on Schedule 2.02 hereto. SPG acknowledges and agrees that any right, title or interest in, lease or license of or other right to exploit or use any and all Excluded Assets that SPG has or may have (whether known or unknown) (i) all Benefit Plans will terminate as of June 30, 2002, and trusts or other assets attributable thereto; (jii) all Tax assets (including duty will be separately sold, assigned, conveyed and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a transferred at the Closing to the Seller or its designee, all without any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)further consideration; and (m) all Leases except as set forth provided that in the Sublease Agreementevent any such right, title or interest is not so separately sold, assigned, conveyed and transferred, SPG hereby sells, assigns, conveys and transfers it to the Seller and its succesors and assigne forever effective as of the Effective Time, all without any further consideration.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) Seller’s accounts and notes receivable; (b) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Affiliates; Seller, except for FIFTY UNITED STATES DOLLARS (b$50.00 USD) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesper cash register in small bills and change; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller (including without limitation the name or brand “The Herbal Cure” or “The Herbal Cure LLC” or any permutation or variant thereof); (e) Seller’s original Business Books and Records; (f) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Employees, any other excluded books and records not exclusively related to the extent the transfer thereof is permitted by applicable Law), business or purchased assets and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (eg) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communications; (i) subject to Section 6.04, all Employee Benefit Plans and trusts Matters or other assets attributable thereto; (ji) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose j) all rights to any refunds action, suit or claim of Taxes for which any Seller nature available to or any being pursued by Seller, whether arising by way of its Affiliates is responsible under the terms of this Agreement)counterclaim or otherwise; (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Transaction Documents; (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02The following properties, Buyer expressly understands and agrees that it is not purchasing or acquiringassets, rights, and Sellers and/or their respective Subsidiaries are not selling or assigninginterests of the Asset Seller (collectively, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For ) are expressly excluded from the purchase and sale contemplated hereby and as such are not included in the Purchased Assets: i. all accounts receivable of Asset Seller; and for the avoidance of doubt, notwithstanding anything any Equity Seller; ii. all rights and interests in Section 2.02and to the Asset Seller’s bank accounts and, Excluded Assets shall include for the avoidance of doubt, any Equity Sellers (and any Affiliate of the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assetsSellers), bank accounts and securities of Sellers or their respective Affiliates; (b) iii. all real property owned by the Asset Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesFacility Owned Real Property; iv. all rights and interests of the Asset Seller (cor any Affiliate of the Asset Seller) other than the Transferred Intellectual Property, under all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsPlans; (d) v. the corporate Asset Seller’s Organizational Documents and all qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, organizational documents, minute books, stock bookstransfer books and other documents relating to the organization, Tax Returnsmaintenance and existence of the Asset Seller as an entity, books and any shareholders agreement or similar agreement with respect to the voting or transfer of account any Equity Interests of the Asset Seller; vi. all claims, causes of action, rights of recovery and rights of setoff with respect to the Excluded Assets and the Excluded Liabilities; vii. the Asset Seller’s rights under or pursuant to this Agreement and the Other Agreements; viii. any Equity Interests of the Asset Seller or any other records having to do with the corporate organization of Sellers or their Affiliates Person (other than the Purchased SubsidiaryAcquired Companies), ; ix. any rights to a refund (or credit in lieu thereof) of Seller Taxes; x. all employee-related or employee benefit-related files or records, software and computers other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawSoftware as listed and defined in Section 1.2(a)(vi), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; xi. a limited and non-exclusive, non-transferable and non-sublicensable license right for ABC (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to use any Company Intellectual Property as necessary solely and exclusively to perform its (or its Affiliates) obligations under and in accordance with the extent terms and conditions of the AB Contract Brewing Agreement until such breaches occurred prior to time that the Closing;AB Contract Brewing Agreement is no longer effective (the “IP License”). Upon the expiration or earlier termination of the AB Contract Brewing Agreement, the IP License shall automatically terminate without any further action by any Person. xii. all assets of the Asset Seller (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any Affiliate of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (kAsset Seller) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as that are not set forth in the Sublease AgreementSection 1.2(a), including without limitation, Excluded Brands.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other than inventories of the Transferred ContractsBusiness, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesexcluding the Taunton Inventory; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property, excluding the Brockton Social Media Information and the Taunton Social Media Information; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert applicable claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates prior to the extent relating to any Excluded Asset or any Excluded Liability, including any Closing and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jh) all Tax assets Taxassets (including duty and Tax refunds, Tax Taxrefunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose i) all rights to any refunds action, suit or claim of Taxes for which any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, including, without limitation, all rights to monies previously paid to the City of Brockton, Massachusetts or the City of Taunton, Massachusetts; (j) all assets, properties and rights used by Seller or any of in its Affiliates is responsible under businesses other than the terms of this Agreement)Business; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(k) of the Disclosure Schedules; and (l) the rights which accrue or will accrue to Seller under the Transaction Documents. (m) all Leases except as set forth in prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees to the Sublease Agreementextent related to any Purchased Assets; and (n) the Brockton Cannabis Licenses.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “"Excluded Assets”"). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesContracts that are not Assigned Contracts; (b) all Intellectual Property other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesIntellectual Property Assets; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ed) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (ie) all Benefit Plans and trusts or other assets attributable thereto; (jf) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Affiliates; (kg) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (lh) all assets, properties and rights used by Seller in its businesses other than the Business; (i) the assets, properties and rights specifically set forth on Schedule 2.03(l)2.02(i) of the Disclosure Schedules; and (mj) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents; provided, however, that no Excluded Asset primarily relates to the Business.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiringacquii;ing, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring transfen-ing to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Transaction Documents; and (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementTransaction Documents.

Excluded Assets. Other Notwithstanding the provisions of Section 1.01 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not purchase any assets, properties or rights of any Company of any kind or nature whatsoever other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesinclude: (a) all cash Cash and cash equivalents (including other investment assets), Equivalents and rights to all bank accounts and securities of Sellers or their respective Affiliatesaccounts; (b) other than the Transferred Contracts, all Contracts to which Tax Returns of Sellers and any Seller refund or its Affiliates is a party, including all employment agreements credit of Business EmployeesTaxes of any Seller; (c) all insurance policies of Seller and captive insurance company membership and other than the Transferred Intellectual Propertyrights (and any equity interest therein) and all rights to applicable claims, all other Intellectual Property owned or held for use by any Seller or its Affiliates refunds, and its and their Third Party licensorsproceeds thereunder; (d) the all rights to any claims and litigation available to or being pursued by any Seller, whether arising by counterclaim or otherwise and all subrogation and contribution claims and proceeds except those identified in Section 1.01(k); (e) Each Seller’s (i) organizational documents and stock certificates or other indicia of ownership, corporate sealsseal, organizational documents, and minute books, stock (ii) Tax Returns and books, records, or information reasonably necessary to prepare and/or file Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or iii) employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any iv) other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and or is required by applicable Law to retain; , and (ev) all insurance policies books and insurance contracts insuring records related to the Business Excluded Assets and Excluded Liabilities (provided, that in the case of each of the foregoing, unless prohibited by Law, Seller will afford Buyer and the Companies access to and copies of any such books, records, and other materials retained by Seller to the extent reasonably requested by Buyer or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingCompanies for a proper purpose); (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers the rights which accrue or any of their respective Affiliates will accrue to Seller under the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityTransaction Documents; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all contracts other than the Assigned Contracts; (i) any intercompany assets solely between or among any of the Sellers and/or ▇▇▇▇▇▇▇ or any Affiliate, none of which are included as a receivable in the Net Working Capital calculation; and (j) all Tax assets set forth on Schedule 1.02 (the “Excluded Personal Assets”). Notwithstanding anything to the contrary set forth in this Agreement or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement, Buyer acknowledges and agrees that all of the following shall remain the property of the Companies, and neither Buyer nor any of its Affiliates shall have any interest therein: (w) all records and reports prepared or received by any Company or any Company’s Affiliates in connection with the sale of Sellers’ businesses (collectively, the “Business”) and the transactions contemplated by this Agreement, including duty all analyses relating to the Business or Buyer so prepared or received; (x) all confidentiality contracts with prospective purchasers of the Business or any portion thereof; (y) all bids and Tax refundsexpressions of interest received from prospective purchasers of the Business or any portion thereof with respect thereto; and (z) all privileged materials, Tax prepayments, Tax books documents and records in the possession of any Company or any Company’s Affiliates to the extent such materials, documents and Tax Returnsrecords are related to any Excluded Asset or Excluded Liability; provided, that the materials, documents and records in clause (z) of shall be made available to Buyer (subject to entering into a Seller confidentiality agreement and/or a joint defense agreement if so requested by the applicable Company or Companies) if any Buyer or any of its Affiliates (including becomes subject to any claim or litigation and such materials, documents or records are necessary for this purpose Buyer or such Affiliate to defend such claim or litigation. Buyer further acknowledges and agrees that, with respect to any refunds claim or litigation between a Company or one of Taxes for which any Seller its Affiliates on the one hand, and Buyer or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and on the other agreements hand, only such Company or its applicable Affiliates may waive any evidentiary privilege that may attach to a pre-Closing communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and instruments executed and delivered in connection with this Agreement (including neither Buyer nor its Affiliate shall have the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementright to compel disclosure of such privileged information.

Excluded Assets. Other Except as provided in Section 1.1, the Acquired Assets shall not include any right, title or interest of any Person other than Seller in any property or asset, or Seller’s right, title and interest in, to and under properties and assets not used in connection with the Transferred Assets subject ownership, operation and/or to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringmanagement of the Business, and Sellers and/or their respective Subsidiaries are not selling or assigningshall specifically exclude the following properties, any other assets or properties of Sellers or their respective SubsidiariesContracts, Leases, and other assets, interests and rights of Seller (all such other assets and properties shall be excluded from the Transferred Assets (items not being acquired by Buyer being referred to in this Agreement as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash rights of every nature and cash equivalents description (including other investment assetsthan Assumed Policies under or arising out of all insurance policies of Seller (“Insurance Policies”), bank accounts including without limitation (i) with respect to Claims arising prior to the Effective Date; (ii) to the extent of coverage of any Excluded Liabilities, (iii) under those insurance policies covering any tort liabilities that are not Assumed Liabilities, (iv) under the D&O Insurance, and securities of Sellers or their respective Affiliates(v) under those insurance policies covering liabilities and Claims against Seller and its affiliates relating to the Excluded Employee Liabilities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesOwned Real Property; (c) other than the Transferred Intellectual Property, all other Intellectual Property any asset that is not owned or leased by Seller or not used or held for use by any Seller or its Affiliates in connection with the ownership, operation and its and their Third Party licensorsmanagement of the Business; (d) the corporate seals, organizational documents, any minute books, stock booksledgers, corporate seals and stock certificates of Seller, and other similar books and records that Seller is required by Law to retain and all Tax Returns, books of account financial statements and corporate or other records having entity filings; provided that (i) Seller shall provide Buyer with reasonable access to do with the corporate organization of Sellers or their Affiliates (other than same following the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Closing to the extent relating to the transfer thereof is permitted Acquired Assets and when reasonably requested by applicable Law)Buyer and (ii) Buyer shall be entitled upon reasonable request to be provided with copies of all such records, at its own expense, and provided, further, that Seller shall notify Buyer before disposing of any other books such records and records which a Seller is prohibited from disclosing or transferring upon Buyer’s reasonable request shall transfer them to Buyer under applicable Law and is required by applicable Law to retainBuyer; (e) all insurance policies (i) prepaid premiums in respect of all Excluded Insurance Policies, (ii) retainers, prepayments or on-account cash paid to Seller’s professionals and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesadvisors, including any carve-out under any DIP Facility or cash collateral arrangements (whether retained in the Bankruptcy Case or otherwise), and (iii) other deposits, prepaid insurance premiums charges and expenses paid by Seller to the extent in connection with or insurance recoveries thereunder and the right to assert claims with respect relating to any such insurance recoveries, whether arising before or after ClosingExcluded Asset; (f) all rightsrights to or claims for refunds, claims and credits (including all guarantees, warranties, indemnities and similar rights) overpayments or rebates of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded LiabilityPre-Closing Taxes, including any and all refunds, overpayments or rebates of Pre-Closing Taxes for any Straddle Period, other than, in any of the foregoing cases, any such rightsrefunds, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating overpayments or rebates that are attributable to any Excluded Asset or any Excluded LiabilityTaxes actually paid by Buyer; (g) all claims shares of capital stock (and any other equity interests or rights convertible into equity interests) issued by any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingentity; (h) all Documents exclusively relating to any Counsel CommunicationsExcluded Asset; provided, that Seller shall provide Buyer with reasonable access at Buyer’s sole cost and expense, including the ability to make copies (during business hours with reasonable prior notice and subject to then- applicable COVID Restrictions) to the same to the extent reasonably related to the Acquired Assets; (i) all Benefit Plans and trusts Documents exclusively relating to any Employees who do not become Transferred Employees; provided that, to the extent permitted by applicable Law, Seller shall make copies of such Documents available to Buyer if reasonably related to addressing or other assets attributable theretodefending any such Employees’ claims against Buyer; (j) all Tax assets (including duty and Tax refundssubject to Section 1.6, Tax prepayments, Tax books and records and Tax Returns) any asset that requires the consent of a Seller third party to be transferred, assumed or assigned hereunder as to which, by the Closing Date (and after giving effect to the entry of the Sale Order and any other Order of its Affiliates the Bankruptcy Court eliminating any contractual right of third parties to withhold such consent), such consent to transfer, assumption or assignment has not been effected or excused (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreementclarity, all liabilities associated with each such asset are excluded from Assumed Liabilities pursuant to Section 1.4(a)); (k) all rights of Sellers Employee Benefit Plans and their respective Affiliates under this Agreement all assets of, and the other agreements and instruments executed and delivered in connection Contracts exclusively relating to or associated with this Agreement (including the Ancillary Agreements)such plans; (l) all Cash and all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing; (m) any rights of Seller under this Agreement or any Ancillary Agreement to which Seller is a party, including without limitation any rights relating to the Purchase Price; (n) copies of all Historic Firearms Books and Records of Seller; provided, that Seller shall provide Buyer with reasonable access at Buyer’s sole cost and expense, including the ability to make copies (during business hours with reasonable prior notice and subject to then- applicable COVID Restrictions) to the same to the extent reasonably related to the Acquired Assets; (o) all Documents of Seller held by Seller or Seller’s counsel relating to (i) any litigation against Seller or (ii) the Excluded Employee Liabilities; (p) the D&O Insurance, and all proceeds thereof; (q) all rights of recovery, rights of set-off, rights of indemnity, contribution or recoupment, warranties, guarantees, rights, remedies, counter-claims, cross-claims and defenses related to any Excluded Liability; (r) any properties, Contracts, Leases, or other assets, properties interests and rights specifically of Seller that (i) do not relate to the ownership, operation or management of the Business or (ii) are otherwise set forth on Schedule 2.03(l1.2(r); (s) all Avoidance Actions; and (mt) all Leases except as set forth Claims held by Seller against any party that are covered by, relate to or are based upon any Insurance Policies (including the D&O Insurance). Notwithstanding any provision to the contrary in this Section 1.2, “Excluded Assets” does not include the Sublease AgreementBrand Name.

Excluded Assets. Other Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing, Sellers and their Affiliates (other than the Transferred Assets subject to Section 2.02Entities) shall retain all of their right, Buyer expressly understands title and agrees that it is not purchasing or acquiringinterest in and to, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubtdirect or indirect sale, notwithstanding anything in Section 2.02conveyance, Excluded Assets shall include (assignment or transfer to Purchaser hereunder, and the Transferred Assets shall excludenot include, any assets, properties and rights used or held for use by Sellers or their Affiliates (other than the Transferred Entities) of the following assets types described below or any other assets, properties and properties rights of Sellers every kind and their respective Subsidiaries:description that do not constitute Transferred Assets (collectively, “Excluded Assets”): (a) all cash assets, properties and cash equivalents (including other investment assets)rights of, bank accounts and securities of Sellers all equity, joint venture or their respective Affiliatessimilar interests in, the FMP Group Companies; (b) other than the Transferred Contractsall cash (including, without limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesmoney market accounts and mutual fund accounts); (c) all accounts and notes receivable of each Seller, whether recorded or unrecorded, (i) from divisions or Affiliates of Sellers that are not Transferred Entities or other than parts of the Transferred Intellectual Property, all Business or (ii) that do not arise out of the sale or other Intellectual Property owned disposition of goods or held for use by any Seller or its Affiliates and its and their Third Party licensorsservices of the Business; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books policies and contracts of account insurance maintained by or other records having to do with the corporate organization on behalf of Sellers or their Affiliates (other than the Purchased SubsidiaryTransferred Entities) or on behalf of the Transferred Entities by Sellers or their Affiliates (including in each case any return of charges or premiums under retrospective rating plans), and all employee-related rights thereunder (including the benefit of any deposits or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Lawprepayments), and any other books and records which a Seller is prohibited from disclosing insurance proceeds to the extent covering any portion of any Excluded Assets or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Liabilities; (e) all insurance policies rights of Sellers and insurance contracts insuring the Seller Indemnified Parties under this Agreement and the Ancillary Agreements; (f) Sellers’ and their Affiliates’ (for the avoidance of doubt, excluding the Transferred Entities) corporate charters or formation documents, corporate seals, minute and stock record books, Tax records and other corporate records other than those described in Section 1.2(f), and all rights thereunder; (g) all refunds, rebates, abatements, or credits of Retained Taxes, and all Tax Returns of Sellers and the books and records (including working papers) related thereto; (h) all assets, properties and rights used in providing general and administrative services or information technology services to the Business or other services contemplated by the Transferred Assets Transition Services Agreement and which are not dedicated primarily to the Business; (i) any employee data which relates to employees who are not Employees or which Sellers are prohibited by Law or Contract from disclosing or delivering to Purchaser; (j) all rights in or under, and all assets and entitlements related to, all assets associated with Benefit Plans that are arranged not Assumed Benefit Plans to the extent provided by Article 7; (k) all claims, rights, benefits and interests arising under or maintained resulting from any Excluded Asset or Excluded Liability (including all rights to indemnification in respect thereof and all rights in and benefits arising from claims and litigation relating thereto); (l) all real property owned by Sellers or any of their respective Affiliates (other than the Transferred Entities), and all real property leases of Sellers and their Affiliates, including any prepaid insurance premiums and all manufacturing, operating or insurance recoveries thereunder other facilities (including, without limitation, the Green Island Facility, Guangzhou Facility, Condé Facility, the Tennessee Facility (including, for the avoidance of doubt, the landfill and certain contiguous real property used by the Business in the vicinity thereof) and the right to assert claims ▇▇▇▇ Facility) and ownership or leasehold interests (as applicable) with respect to any such insurance recoveriesthereto, whether arising before or after Closingnot used in the Business, in each case other than those set forth on Schedule 1.2(a); (fm) all Excluded Intellectual Property and Sellers’ Marks; (n) except as expressly provided in Section 1.2, all assets, properties and rights of or relating to the Excluded Businesses (including any assets, properties and rights of the Business used primarily in the conduct of the Excluded Businesses); (o) all assets, properties and rights of Friction Materials France; (p) all assets, properties and rights of Financiere other than (i) the Transferred Owned Real Property located in Allonne, France set forth on Schedule 1.2(a) and (ii) goodwill and intangible assets of the Business; (q) all assets, properties and rights of Honeywell (Guangzhou) Friction Materials Co., Ltd.; (r) all Permits which are not legally transferrable; (s) any asset, property or right, or class of assets, properties or rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all excluded from the categories of assets described in clauses 1.2(a)-1.2(l) by virtue of the limitations contained in such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability;descriptions; and (gt) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on described in Schedule 2.03(l1.3(t); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, but are not limited to, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller accounts or its Affiliates is a partynotes receivable, including all employment agreements those of Business Employeesthe Business; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property other than (i) the Intellectual Property Assets as set forth in Section 2.01(g) and Seller’s rights under the Used Intellectual Property, except to the extent that such Used Intellectual Property is otherwise considered an Excluded Asset under Section 2.03(c) and 2.03(n), and (ii) any Intellectual Property Registrations that are for any reason omitted from Section 4.07(a) of the Disclosure Schedules; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Seller, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims Tax assets (including duty and Tax refunds and prepayments) of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) all rights to any Counsel Communicationsaction, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, but in any event only to the extent related to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date; (i) all rights under warranties, indemnities and all similar rights against third parties to the extent related to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date; (j) all other assets, properties and rights used by Seller exclusively in its businesses other than the Business; (k) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, Tax prepaymentsAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (l) the assetsrights which accrue or will accrue to Seller under the Transaction Documents; (m) the Mixed Contracts; (n) the trade name, properties including corporate or fictitious names, whether registered as a trademark or subject to common law trademark rights, of Seller and rights specifically set forth on Schedule 2.03(l)any of its Affiliates, including the names RTI Surgical, RTI, RTI Donor Services, Pioneer Surgical Technologies, Pioneer Surgical, Pioneer, Tutogen Medical, or Tutogen; (o) the assets listed in Section 2.03(o) of the Disclosure Schedules; and (mp) all Leases except as set forth raw materials, work in the Sublease Agreementprocess, and ordinary and customary shop floor instrumentation, gauges, tools, supplies, equipment, and machinery.

Excluded Assets. Other than Notwithstanding the Transferred Assets subject to Section 2.02foregoing, Buyer expressly understands and agrees that it is not purchasing or acquiringthe following assets, properties, and rights of the Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be specifically excluded from the Transferred definition of Purchased Assets (collectively, such assets, properties, and rights, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash Cash and cash equivalents (including other investment assets), bank accounts Cash Equivalents in an amount equal to the sum of the Wind Down Amount and securities of Sellers or their respective Affiliatesthe Professional Fee Escrow Amount; (b) all prepaid professional and other than expenses paid solely in connection with the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesBankruptcy Cases; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors;[Reserved.] (d) any permits that are not transferable pursuant to their terms and in accordance with applicable Laws; (e) any Contracts that are not Assumed Contracts (the “Excluded Contracts”) and any deposits related thereto; (f) any of the following books and records of the Sellers: corporate seals, organizational documents, corporate governance agreements, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization or governance of Sellers or their Affiliates (other than the Purchased Subsidiary)any Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to identified by the extent Purchasers as being included in the transfer thereof is permitted by applicable LawPurchased Assets), and any other books and records which a any Seller is prohibited from disclosing or transferring to Buyer the Purchasers under applicable Law and is required by applicable Law to retain; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party and all credits, premium refunds, rights to such Contract (other than such Seller applicable claims and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) equity securities or other ownership interest of the Sellers and any Counsel Communicationsof the Sellers’ direct or indirect subsidiaries, except for the Purchased Equity Interests; (i) all Benefit Plans any Seller’s claims for and trusts rights to receive Tax refunds with respect to taxable periods (or other assets attributable portions thereof) ending on or prior to the Closing Date, and Tax Returns with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller’s bank accounts; (k) all the Sellers’ rights of Sellers and their respective Affiliates under this Agreement and the Agreement, including any agreement, certificate, instrument or other agreements and instruments document executed and delivered between the Sellers and the Purchasers in connection with this Agreement (including the Ancillary Agreements)transactions contemplated hereby, and any other agreement between the Sellers and the Purchasers entered into on or after the date hereof; (l) the any assets, rights or properties and rights specifically set forth on Schedule 2.03(l)to the extent related to, or used or held for use in any other business lines of any Seller that are not the Business; (m) the Post-petition Accrued AP; (n) any adequate assurance deposit under Section 366 of the Bankruptcy Code; and (mo) all Leases except claims, refunds, causes of action and rights of recovery, to the extent not related to the Business, as set forth in a result of resellers allowing fraudulent usage of any product sold or resold by the Sublease AgreementDebtors.

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties of the Asset Sellers (collectively, the “Excluded Assets”) shall remain the exclusive property of the Asset Sellers and shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Assets:‌ (a) all cash and cash equivalents Contracts set forth on Section 2.4(a) of the Sellers’ Disclosure Schedule (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;the “Excluded Contracts”);‌ (b) accounts receivable to the extent arising exclusively out of any Excluded Asset (including any Excluded Contract) or any intercompany accounts receivable due and owing from any Affiliate of any Asset Seller (other than the any Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesEntity); (c) all Claims that the Sellers may have against any Person (other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates Buyer and its and their Third Party licensorsAffiliates) with respect to any Excluded Assets; (d) all rights under or pursuant to all warranties, representations and guarantees under any Excluded Contract, including those made by suppliers, manufacturers and contractors or any other third party to and for the corporate sealsbenefit of the Asset Sellers, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (but in each case solely to the extent the transfer thereof underlying equipment, component product or other asset provided under that Excluded Contract is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainalso an Excluded Asset; (e) all insurance policies and insurance contracts insuring the Business rights under non-disclosure or the Transferred Assets confidentiality, non-compete or non- solicitation agreements that are arranged or maintained by Sellers or any listed on Section 2.4(e) of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ Disclosure Schedule; (f) all rightsrights of any nature with respect to any insurance policy, including any recoveries thereunder any rights to assert claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or seeking any of their respective Affiliates such recoveries to the extent relating to any such policy is an Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAsset; (g) all claims rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract (other than such Seller this Agreement and its Affiliates) the agreements and instruments delivered to the extent such breaches occurred prior Sellers by Buyer pursuant to the Closingthis Agreement; (h) any Counsel Communicationssubject to Section 6.3, the company seal, minute books, charter documents, stock or equity record books and such other books and records solely as pertain to the organization, existence or capitalization of the Sellers; (i) all Benefit Plans the Sellers’ directors and trusts or other assets attributable theretoofficers liability insurance policies, if any; (j) all Tax assets executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Seller Parent’s 2021 Incentive Award Plan (including duty the “Parent LTIP”) and Tax refunds(i) the amended and restated long-term incentive plan of Li-Cycle Corp. and the (ii) amended and restated stock option plan of Li-Cycle Corp. (collectively, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);“Parent Legacy Plans”);‌ (k) all rights equity interests in or securities of Sellers and their respective Affiliates under this Agreement and any Seller or any other Person, including options, restricted stock units warrants or other securities exchangeable or convertible into equity interests of any Seller or any other Person (other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsTransferred Entities); (l) other than the assetsTransferred Entities, properties and rights specifically set forth on Schedule 2.03(l); andthe equity interests of any Person, including the Carve-out Entities; (m) all Leases except as set forth cash, money orders, third-party checks, wire transfers and any other funds of the Asset Sellers, commercial paper, marketable securities, demand deposits, reserves for taxes, certificates of deposit and other bank deposits, deposits of the Asset Sellers with any third- party (including any vendor, manufacturer, customer, utility or landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments (collectively, the “Excluded Cash”); and‌ (n) all assets owned or used by the Sellers that are specifically identified in Section 2.4(n) of the Sublease Agreement.Sellers’ Disclosure Schedule.‌

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties There shall be excluded from the Transferred Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer or its designee hereunder and, to the extent in existence on the Closing Date, there shall be retained by the Sellers, all assets, properties and rights other than the Acquired Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02including, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieswithout limitation: (a) all cash and cash equivalents (including All rights of the Sellers under this Agreement or any other investment assets), bank accounts and securities of Sellers or their respective Affiliatesagreement entered into pursuant hereto; (b) other than Any leased assets included within the Transferred Contracts, all Contracts definition of Acquired Assets if the Buyer does not assume the Seller’s lease obligations with respect to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeessuch assets; (c) other than Any cash or cash equivalents and all bank accounts of the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its Sellers and their Third Party licensorsSubsidiaries; (d) the corporate sealsAny capital stock, organizational documents, minute books, stock books, Tax Returns, books of account securities or other records having to do with the corporate organization of Sellers interests held by any Seller in any Subsidiary or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainPerson; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or Any assets of any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSeller Plan; (f) all rightsAll inventory, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to other than the extent relating to any Excluded Asset or any Excluded LiabilityFulfillment Center Inventory, including any and all such rights, claims and credits arising under insurance policies inventory in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilitythe Saks & Company store locations; (g) all claims All rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract real property leases (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingAcquired Leases); (h) All rights of the Sellers in, under, and with respect to the insurance policies, contracts and coverages obtained by any Counsel Communicationsof the Sellers or listing any of them as an insured party, a beneficiary or loss payee; (i) all Benefit Plans All rights of any of the Sellers under any Contractual Obligation (other than Licenses, Acquired Leases, Acquired Permits, Acquired Contracts, and trusts or other assets attributable theretoconfidentiality agreements acquired by the Buyer pursuant to Section 2.1(f) hereof); (j) all Tax assets All corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (including duty the originals of which will be delivered to the Buyer as part of the Acquired Assets), and Tax refunds, Tax prepayments, Tax such other books and records and Tax Returns) as pertain only to the organization, existence, share capitalization or debt financing of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Sellers; (k) All losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Taxes which constitute Retained Liabilities; and (l) All licensing royalties payable to Sellers under their contracts with Saks Incorporated before the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth Closing Date or after the Closing Date in respect of merchandise sold by the Sublease AgreementSellers to Saks Incorporated before the Closing Date.

Excluded Assets. Other than Notwithstanding the Transferred provisions of Section 2.2, the Purchased Assets subject shall not include the following (herein referred to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include ): (a) all corporate minute books and stock transfer books and the Transferred Assets shall exclude) the following assets and properties corporate seals of Sellers and their respective Subsidiaries:Affiliates (other than Dermagraft JV and DermEquip) and all other books and records which Sellers and their Affiliates (other than Dermagraft JV and DermEquip), as the case may be, may be required by law to retain or which do not relate to the Equity Interests or the Purchased Assets, the Business or the Assumed Liabilities, provided that Buyer shall be entitled to receive copies of any such books and records to the extent they relate to the Business, the Purchased Assets, the Equity Interests or the Assumed Liabilities and to the extent that the provision of such copies is not otherwise prohibited by law; (ab) any and all prepaid workers’ compensation premiums (other than the portion relating to the Transferred Employees); (c) the capital stock or other equity interests of any subsidiaries of Sellers or any subsidiaries of their Affiliates (excluding the Equity Interests); (d) any claims that Sellers may have against any of their respective current or former Representatives; (e) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers (but excluding cash and cash equivalents owned or their respective Affiliatesheld by Dermagraft JV and DermEquip); (bf) other than the Transferred Contractsany books, all Contracts to which any Seller or its Affiliates is a partyrecords, files, customer lists, research and development files, records and laboratory books and credit records of customers (including all employment agreements of Business Employees; (c) data and other than the Transferred Intellectual Propertyinformation stored on discs, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account tapes or other records having media) if and to do with the corporate organization of extent Sellers or their Affiliates (other than the Purchased Subsidiary)Dermagraft JV and DermEquip) are required by law to retain such books, all employee-related or employee benefit-related records, files or records, other than personnel files lists; provided that Buyer shall be entitled to receive copies of Transferred Employees (any such items to the extent they relate to the transfer thereof Business, the Equity Interests or the Purchased Assets or the Assumed Liabilities and to the extent that the provision of such copies is permitted not otherwise prohibited by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainlaw; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) intercompany receivable of Sellers or any of their respective Affiliates (except as otherwise expressly contemplated herein with respect to the extent relating to any Excluded Asset Dermagraft JV or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingDermEquip); (h) the Sellers’ Benefit Plans and any Counsel Communicationsassets related thereto; (i) all Benefit Plans and trusts or other assets attributable theretocontracts of insurance held by Sellers; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Retained Patent; (k) all rights of Sellers and their respective Affiliates under this Agreement and any Software which is not exclusively or primarily used or held for use in or relating to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business; (l) any Contracts that are excluded pursuant to the assets, properties final paragraph of Section 2.2; (m) any Intellectual Property which is not used or held for use in or relating to the Business in any respect and rights specifically set forth on Schedule 2.03(l)which is not included in the Cartilage Assets; and (mn) all Leases except as set forth in the Sublease Agreementany ATS Primary Assets.

Excluded Assets. Other than Notwithstanding anything to the Transferred contrary contained in Section 2.1(c) or elsewhere in this Agreement, the Purchased Assets subject to Section 2.02, Buyer expressly understands and agrees that it is shall not purchasing or acquiringinclude, and the Asset Sellers and/or shall retain all of their respective Subsidiaries are not selling or assigningrights, any other assets or properties of Sellers or their respective Subsidiaries, title and all such other assets interest in and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) to the following assets: (i) assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (that may not be transferred to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Asset Buyer under applicable Law and is required by applicable Law to retain; Laws, (eii) each Asset Seller’s national provider identifier (NPI) numbers; (iii) all insurance policies and insurance contracts insuring rights and benefits thereunder (except for any rights or benefits that relate to or arise out of any Assumed Liabilities or Purchased Assets, which rights and/or benefits shall be acquired by the Business applicable Asset Buyer pursuant to Section 2.1(c)); (iv) any Asset Seller’s rights under or the Transferred Assets that are arranged or maintained by Sellers pursuant to this Agreement or any of their respective AffiliatesAncillary Agreement, including any prepaid insurance premiums or insurance recoveries thereunder the rights to the Cash Consideration and the right Equity Consideration; (v) all personnel records and other records that the Asset Sellers are required by Law to assert claims retain in their possession (with access thereto and treatment thereof subject to Section 6.2); (vi) all Sellers Pre-Closing Privileged Communications; (vii) all of the Asset Seller’s corporate books and records, including all minute books, stock records, organizational documents and corporate seals of any of the Asset Sellers; (viii) all shares of capital stock or other Equity Interests of any of the Asset Sellers held in treasury; (ix) the Company Employee Plans; and (x) all rights to any actions, suits, proceedings, claims, rights of recovery and set-off of any nature available to or being pursued by any of the Asset Sellers with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded LiabilityLiability (such assets collectively, including any the “Excluded Assets” and all such rightseach, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any an “Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this AgreementAsset”); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding anything herein to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, the Seller Parties shall retain all of their right, title and interest in and to, and Sellers and/or their respective Subsidiaries are the Acquired Assets shall not selling or assigninginclude, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties shall be excluded from the Transferred Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (ai) all All cash and cash equivalents (including other investment assets)equivalents, checkbooks and canceled checks, bank accounts and securities of Sellers or their respective Affiliatesbank deposits; (bj) other than The limited liability company interests of the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesSubsidiary; (ck) The rights of the Seller Parties under this Agreement and the other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAncillary Agreements; (dl) All insurance policies of the Seller Parties to the extent covering Excluded Liabilities, and all rights to applicable claims and proceeds thereunder to the extent covering Excluded Liabilities; (m) All Tax Returns and Tax planning methods and techniques of the Seller Parties, all Tax refunds and other Tax assets of the Stockholders and all Tax refunds and other Tax assets relating to the Acquired Assets for a Pre-Closing Tax Period; (n) All contracts, leases, agreements and other arrangements that are not Assumed Contracts; (o) All prepayments, refunds, deposits (other than deposits in bank accounts), over-payments and prepaid expenses to the extent related to any asset that is not an Acquired Asset; (p) Except to the extent related to the Acquired Assets, the Business or the Assumed Liabilities, all rights of the Seller Parties to claims, actions, causes of action, lawsuits, judgments, rights to setoff and demands against third parties for any period prior to the Closing, whether arising by way of counterclaim or otherwise; (q) The corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate or limited liability company organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller Parties, all employee-related or employee benefit-related files or records, records -13- other than personnel files of for the Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a the Seller is Parties are prohibited from disclosing or transferring to Buyer the Purchaser Parties under applicable Law and is are required by applicable Law to retain; (er) The name “MuscleDog”, together with all insurance policies variations thereof and insurance contracts insuring the Business all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or the Transferred Assets that are arranged or maintained by Sellers or associated with any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingforegoing; (fs) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates All assets relating to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts any other employee benefit plan, program, arrangement or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)agreement; and (mt) all Leases except as set forth in The assets of the Sublease AgreementSeller Parties listed on Section 2.02(l) of the Disclosure Schedule.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.01 above, Buyer each of Purchasers and Member expressly understands and agrees that it is Purchasers are not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller (and its subsidiaries) is not selling or assigning, any other assets or properties of Sellers Seller (or their respective Subsidiariesits subsidiaries), and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Seller (or its subsidiaries): (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers Seller (or their respective Affiliatesits subsidiaries); (b) other than the Transferred Contracts, all Contracts to which any contracts and agreements of Seller (or its Affiliates is a party, including all employment agreements of Business Employeessubsidiaries) that are not Assumed Contracts; (c) other than the Transferred Intellectual Property, any and all other Intellectual Property owned or held for use by any intellectual property of Seller (or its Affiliates and its and their Third Party licensorssubsidiaries) of any kind not explicitly included in the IP Assets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returnstax returns, books of account or other records having to do with the corporate organization of Sellers Seller (or their Affiliates (other than the Purchased Subsidiaryits subsidiaries), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (defined below) that Seller (or its subsidiaries) is legally permitted to the extent the transfer thereof is permitted by provide to Purchaser under applicable Law)law, and any other books and records which a Seller (or its subsidiaries) is prohibited from disclosing or transferring to Buyer Purchasers under applicable Law law and is required by applicable Law law to retain; (e) all insurance policies of Seller (or its subsidiaries) and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) employee benefit plans of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any kind and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax tax assets (including duty and Tax tax refunds and prepayments) of Seller (or its subsidiaries); (h) all rights to any claim, action, suit, proceeding or governmental investigation (collectively, “Action”) of any nature available to or being pursued by Seller (or its subsidiaries), whether arising by way of counterclaim or otherwise; (i) all assets located at the Showroom, including furniture and fixtures, other than samples, hangers and mannequins that are Purchased Assets pursuant to Section 1.01(e) above (the “Excluded Showroom Assets”); (j) all rights of Seller (or its subsidiaries) relating to prepayments, deposits, escrows and other prepaid expenses, claims for refunds, Tax prepaymentsreimbursements and other rights to offset, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including except for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Purchased Deposits; (k) all assets, properties and rights of Sellers and their respective Affiliates under this Agreement and used by Seller (or its subsidiaries) in its businesses other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Business; and (l) the assets, properties rights which accrue or will accrue to Seller under this Agreement and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementrelated transactions.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, Notwithstanding any other provision of this Agreement, the Seller shall retain and shall not transfer to Purchaser the following assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets Seller (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (ai) all cash and cash equivalents Rights to real property, including any rights to any lease of real property (including other investment assetsthan those rights related to the Leasehold Interest), bank accounts and securities of Sellers or their respective Affiliates; (bii) other than the Transferred Contracts, Fringe Benefit Plans and all Contracts assets and rights relating to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeessuch Fringe Benefit Plans; (ciii) other than Proceeds of any federal, state, local or foreign tax refund relating to any period ending on or prior to the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsClosing Date; (div) the The Seller’s corporate sealscharter and its qualifications to do business in any jurisdiction, organizational documentstemporary identification numbers, stock certificates, stock transfer ledger, corporate minute books, stock bookstax returns and records, Tax Returns, books of account or other and similar records having to do with Seller’s organization or stock capitalization and all other corporate documents related to the corporate organization formation or governance of Sellers or their Affiliates the Seller’s corporation, but not the operation of its business; Asset Purchase Agreement – Protexure Insurance Agency, Inc. (other than the Purchased SubsidiaryA Delaware Corporation), all employeeet al. (v) Any documents, records or communications to which the attorney-related client privilege or employee benefit-related files or records, any other than personnel files of Transferred Employees (privilege accruing to the extent the transfer thereof is permitted by applicable Law)benefit of Seller does or would apply, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer Purchaser under applicable Law and law or confidentiality obligations or is required by applicable Law law or confidentiality obligations to retain; provided, however, that the Seller shall not withhold any document, record, or communication, the withholding of which would negatively impact the ability of the Purchaser to operate its insurance brokerage / insurance underwriting business that is dependent upon the Transferred Assets; (evi) all insurance policies and insurance contracts insuring Any work papers or materials in the Business or the Transferred Assets that are arranged or maintained by Sellers or any possession of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under equity owners, officers, directors, employees, agents or attorneys relating to the evaluation and consideration by Seller of the transactions contemplated by this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement Transaction Documents; including, without limitation, the items on Schedule 1.2. (including the Ancillary Agreementsa) (vi); (lvii) All claims, rights, causes of action, and choses in action against any person or entity regardless of when asserted based upon events, acts, claims, or circumstances arising with respect to the assetsbusiness of the Seller prior to the Closing Date; (viii) All of Seller’s cash and cash equivalents, properties including bank deposits and any cash and cash equivalents included in any operating or premium trust account (and all of Seller’s bank accounts and premium trust accounts themselves); (ix) All accounts receivable of Seller, subject to Section 1.2. (b) of this Agreement (“Allocation of Policy Revenues & Responsibilities”); (x) The rights specifically set forth on that accrue or will accrue to Seller under the Transaction Documents; (xi) The personal effects listed in Schedule 2.03(l)1.2. (a) (xi) hereto; and, (mxii) all Leases except as set forth in All rights, claims, properties, licenses, permits, privileges, and demands relating to any of the Sublease AgreementExcluded Assets.