Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary, Seller shall retain all of its existing right, title and interest in and to the following assets, and there shall be excluded from the sale, conveyance, assignment or transfer Transfer to Buyer hereunder, and the Business Transferred Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies credit cards, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in the possession other Persons, certificates of any banksdeposit, savings treasury bills and loans or trust companies and other similar cash items on hand(“Cash”); provided, however, Cash shall not include (i) Accounts Receivable, (ii) bank accounts of Seller and the Selling Subsidiaries and any items specifically identified in Section 2.1(j), or (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits any items specifically included in the possession final Net Working Capital for purposes of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Section 2.6 hereof; (b) all refunds rights to any refund of Taxes, deposits for Taxes of Seller and with any Governmental Entity, or prepaid Taxes, in each case, to the Selling Subsidiariesextent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Business or the Transferred Assets, or (y) the other Excluded Assets; (c) all Tax Returns rights in connection with and assets of Seller and the Selling SubsidiariesBenefit Plans; (d) except as expressly provided in Section 5.4all insurance policies and binders of Seller, and all Seller Plans rights of action, lawsuits, benefits, claims, demands, rights of recovery and any funds held in trust in connection set-off, and proceeds, under or with respect to such Seller Plansinsurance policies; (e) the Seller TrademarksRetained Names; (f) all Intellectual Property Rights of Seller and its Affiliates, other than the ContractsTransferred Intellectual Property; (g) all Excluded Books and Records, wherever located; (h) all corporate-wide systems, properties and assets, including management Information Systems and software, computer hardware, stored data, computer and communications systems and software and documentation owned or licensed related third-party software, internet protocol address spaces, voicemail, and messaging systems and related Intellectual Property Rights and technology and assets, including the assets that will be utilized by Seller in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or exclusively related to the Business and not included in the Transferred Intellectual Property; (i) all IT Assets of Seller, other than the Transferred IT Assets; (j) all rights, claims and causes of actions relating to any Excluded Asset or Excluded Liability; (k) all consideration received by Seller pursuant to, and all rights of Seller under, this Agreement or any Ancillary Agreement; (l) all confidential communications between Seller and its legal counsel and other advisors arising out of or relating to the negotiation, execution or delivery of this Agreement or the Transaction (or the sales process relating to the potential sale of the Selling Subsidiaries listed in Business), including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto; (m) any asset which is not included as a Transferred Asset; and (n) all assets described on Section 2.2(f2.2(n) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to The Buyers expressly understand and agree that all assets, properties and rights of Sellers and any of their respective Affiliates other than the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):) are not being acquired by the Buyers. For the avoidance of doubt, the Excluded Assets shall include: (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession any real estate owned or leased by a Seller or any of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)its Affiliates; (b) all refunds except for the Inventory conveyed pursuant to Section 2.01(b), any inventory owned or held by a Seller or any of Taxes of Seller its Affiliates, including raw materials, goods in process, finished goods, packaging supplies and the Selling Subsidiarieslabels; (c) all Tax Returns any manufacturing equipment used or held for use by a Seller or any of Seller and the Selling Subsidiariesits Affiliates; (d) except as expressly provided in for packaging materials conveyed pursuant to Section 5.42.01(b), all any packaging assets used or held for use by a Seller Plans and or any funds held in trust in connection with such Seller Plansof its Affiliates; (e) the Seller Trademarksall cash and cash equivalents on hand and in banks; (f) the Contractsall accounts receivable, computer hardware, stored data, computer software notes receivable and documentation owned or licensed other indebtedness due and owed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant third party to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of a Seller or any of its Affiliates (other than arising out of or held in connection with the Purchased Assets or the Business; (g) insurance policies relating to the Purchased Assets or the Business and all claims, credits, causes of action or rights thereunder; (h) all trademarks and tradenames owned by or licensed to a Seller or its Affiliates (the “Seller Marks”); provided, however, that in no event shall the Seller Marks include (i) the trademarks and tradenames licensed to any Seller pursuant to the Existing Agreements or (ii) that Seller any other trademarks and tradenames owned by Buyer or any of its Affiliates are required to retain pursuant to Law (all of the foregoing in clauses (i) and (ii), the “Buyer Marks”); (i) (i) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement and the Ancillary Agreements or the transactions contemplated hereby or thereby and (iiiii) that relate primarily to the Excluded Assetsall minute books and corporate records of Sellers and their respective Affiliates; (j) all promotional, advertising and display materials (collectively, “Marketing Materials”); and (k) all rights of Sellers arising under this Agreement or any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company Ancillary Agreement or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellertransactions contemplated hereby or thereby.

Excluded Assets. Notwithstanding anything herein The parties hereto agree that assets of Seller and the Subsidiaries not expressly described in Section 2.1 are not intended to be part of the contrary, there shall be Transferred Assets and are excluded from the salepurchase and sale contemplated hereby. Without limiting the generality of the foregoing, conveyance, assignment or transfer to Buyer hereunder, and such excluded assets (the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”):") include the following: (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held relating to the Facilities in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession excess of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)$10,000,000; (b) all refunds of Taxes of Seller and the Selling Subsidiaries[Intentionally omitted.]; (c) all Tax Returns The rights of Seller or any Subsidiary under any insurance policy, if any, included in the Transferred Assets which relates to any Excluded Asset or Excluded Liability (as defined in Section 2.4) (it being understood, however, that Buyer shall have no obligation to take any action under any such policy to seek any recovery except at the reasonable request, and at the Selling Subsidiariessole expense, of Seller or a Subsidiary (other than a Transferred Subsidiary) or to continue any such policies in force); (d) except as expressly provided in Section 5.4, all The rights of Seller Plans or of any Subsidiary to receive mail and other communications addressed to any funds held in trust in connection of them with such Seller Plansrespect to Excluded Assets or Excluded Liabilities; (e) All property, plant, equipment and other assets pertaining to any facility, business or operations of HEALTHSOUTH, Seller or any of their respective Affiliates not included in the Seller TrademarksFacilities; (f) the Contracts, Any and all rights respecting computer and data processing hardware, stored datasoftware or firmware that is proprietary to HEALTHSOUTH or any Affiliate of HEALTHSOUTH (other than a Transferred Subsidiary, computer software and documentation owned or licensed by other than Seller or any a Subsidiary but only to the extent that such hardware, software or firmware is used solely in connection with the operations of the Selling Subsidiaries listed in Section 2.2(f) Facilities), and any computer and data processing hardware or firmware, whether or not located at a Facility, that is part of a computer system the Seller Disclosure Letter;central processing unit for which is not located at a Facility (g) any rights or benefits pursuant All amounts due to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)arising from Intercompany Transactions; (h) any causes Such other assets, if any, as are specifically described in Schedule 2.2(h) and assets which would be Transferred Assets except for the operation of actionSections 2.12, lawsuits2.15, judgments8.5, claims and demands of any nature of Seller 8.6 or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise;9.5; and (i) any governmental licenses, permits and approvals, including Environmental Permits, All capital stock of Subsidiaries that (i) do are not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure LetterTransferred Subsidiaries. To the extent that any items which constitute Excluded Asset is ownedAssets are Assets of a Transferred Subsidiary, leased Seller shall cause such Transferred Subsidiary to convey such items to Seller by dividend, distribution or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, otherwise immediately prior to the Closing. Buyer acknowledges and agrees that Seller shall have the right to remove, and may remove at any time prior to or within 30 days following the Closing Date (in each case, at Seller's expense, but without charge by Buyer for storage), from time to time any and all of the applicable Acquired Company to such entity as directed by SellerExcluded Assets from the Facilities, provided that Seller shall do so in a manner that does not unduly or unnecessarily disrupt Buyer's normal business activities at the Facilities.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there in no event shall Sellers be excluded from the saledeemed to sell, conveyancetransfer, assignment assign, convey or transfer to Buyer hereunderdeliver, and the Business Assets Sellers shall not includeretain all right, title and interest to, in and under the following properties, rights, interests and other assets and properties of Sellers (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash Cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Equivalents; (b) (i) all refunds deposits (including maintenance deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments, that have been prepaid by any Seller, in each case of Taxes this clause (i), solely to the extent in respect of Seller an Excluded Asset, (ii) all customer deposits (“Existing Customer Deposits”), and the Selling Subsidiaries(iii) any retainers or similar amounts paid to Advisors or other professional service providers; (c) subject to Section 1.5, all Tax Returns Contracts of Sellers that are not Assigned Contracts (the “Excluded Contracts”), and for the avoidance of doubt, all Contracts (including engagement letters) between any Seller or Sellers, on one hand, and any broker, investment banker, financial advisor or other Person that provides for the Selling Subsidiariespayment of a fee, commission or similar amount by a Seller to any such Person shall be Excluded Contracts; (d) except as expressly provided in Section 5.4all documents (including information stored on the computer systems, all Seller Plans data networks or servers of any Seller, written files, papers, books, reports and records, including those prepared or received by any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(fits Affiliates or Representatives) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate exclusively to any of the other Excluded Assets or Excluded Liabilities, (ii) that are Sellers’ financial accounting Documents to the businesses extent relating to the business activities of Sellers unrelated to the Business, all minute books, organizational documents, stock certificates and stock registers of any Seller as pertaining to the ownership, organization or existence of such Seller, Tax Returns (and any related work papers), corporate seal, checkbooks and canceled checks, (iii) that any Seller is required by Law to retain; (e) all documents prepared or received by any Seller or any of its Affiliates or on their behalf in connection with the sale of the Acquired Assets, this Agreement or the other Transaction Agreements, the transactions contemplated hereby or thereby, or the Bankruptcy Cases that are subject to any attorney-client privilege or other work product privilege, including (other than i) all records and reports prepared or received by Sellers or any of their respective Affiliates or Advisors in connection with the Business)sale of the Acquired Assets and the transactions contemplated hereby, including analyses relating to the business of Purchaser or its Affiliates so prepared or received, (ii) that Seller all bids and its Affiliates are required expressions of interest received from third parties with respect to retain pursuant to Law the acquisition of any of Sellers’ businesses or assets, (iii) that relate primarily all privileged materials, documents and records of any Seller or any of its Affiliates and (iv) any other files or records to the extent relating exclusively to any Excluded Assets, Excluded Liabilities or the Bankruptcy Cases; (f) all insurance Contracts or other Contracts associated with any Seller Plan, each insurance policy covering the Excluded Assets or related to the Excluded AssetsLiabilities (to bring claims thereunder) and all director and officer insurance policies, and all rights and benefits of any nature of Sellers with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance policies or recoveries; (g) all stock, membership interests or other equity interests of any Seller or any of their respective Subsidiaries or securities convertible into, exchangeable, or exercisable for any such membership interests or other equity interests, in each case; (h) all rights, claims and causes of action that any Seller may have against any Person with respect to any Excluded Assets or any Excluded Liabilities; (i) Sellers’ claims, causes of action or other rights under this Agreement, including the Purchase Price hereunder, or any agreement, certificate, instrument or other document executed and delivered between any Seller, on the one hand, and any Purchaser, on the other hand, in connection with the transactions contemplated hereby, or any other agreement between any Seller, on the one hand, and Purchaser, on the other hand, entered into on or after the date hereof; (j) all Tax refunds and Tax attributes that are not transferred by the operation of applicable Tax Law, except for any refunds of Taxes included in the definition of Assumed Liabilities; (k) all real estate and all interests in real estate other than the Acquired Leased Real Property (for the avoidance of doubt, the Acquired Leased Real Property includes any Leasehold Improvements and Real Property Appurtenances thereto), including, for the avoidance of doubt, the DC; (l) any leasehold interest, all tangible assets (including Equipment, accessories, materials, machinery and all other similar items of tangible personal property or capital assets) of Sellers, including the tangible assets owned, leased or used (or held for use) by Sellers at any Excluded Store, the Richmond, Virginia headquarters, the Dallas distribution center or the Pomona distribution center; (m) the properties, rights, interests and assets set forth on Schedule 1.2(m); (n) all Seller Plans; (o) all accounts receivable (or other amounts receivable), and other intercompany obligations, of any Seller or any of its Affiliates or Subsidiaries owed to any Seller; (p) all claims, rights or causes of action of any Seller for avoidance, recovery, subordination or other relief and actions of Sellers (including, without limitation, any such claims, rights or causes of action arising under chapter 5 of the Bankruptcy Code, including Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code or applicable state statutes) other than those provided in Sections 1.1(f) and 1.1(q); (q) the DC (other than pursuant to the DC Lease); (r) the Excluded Inventory; and (ks) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerFork Lifts.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there shall be excluded neither the City nor the Hospital are transferring, conveying or assigning to SEARHC, and SEARHC is not acquiring from the sale, conveyance, assignment City or transfer to Buyer hereunder, and the Business Assets shall not includeHospital, the following assets and properties assets, which shall remain the property of the City after the Closing (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents (including, except as otherwise provided herein, Prepaid Expenses), including investments in bank accountsmarketable securities and certificates of deposit, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries accounts in which those assets are deposited; (b) All Contracts and contract rights identified on Schedule 1.2(b) (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, the “Cash DepositsExcluded Contracts”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling SubsidiariesAll Accounts Receivable; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller PlansAll Agency Settlements; (e) All Employee Benefit Plans of any nature whatsoever applicable to the Seller TrademarksCity’s or the Hospital’s employees who have provided services associated with the Business; (f) the ContractsThe deposits, computer hardwareescrows, stored dataprepaid expenses or other advance payments, computer software claims for refunds and documentation owned or licensed by Seller or any rights to offset in respect thereof, of the Selling Subsidiaries listed in Section 2.2(fCity or the Hospital relating to the Business and set forth on Schedule 1.2(f) of (collectively, the Seller Disclosure Letter“Prepaid Expenses”); (g) any rights or benefits pursuant to any insurance policies of Seller or any The corporate record books, minute books, corporate seals, and tax records of the Selling Subsidiaries (intercompanyCity or the Hospital; provided, self-insurance however that on or otherwise)prior to the Effective Time, the City will provide SEARHC with copies of the foregoing; (h) any causes of action, lawsuits, judgments, claims All personnel records and demands other books and records of any nature kind that the City is required by applicable Law to retain in its own possession; provided, however, that copies of Seller or such books and records shall be provided to SEARHC at the Selling Subsidiaries that arose or arise or relate Closing, to events that occur prior tothe extent included among the Transferred Records, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising unless prohibited by way of counterclaim or otherwiseapplicable Law; (i) any governmental licensesAll Claims of the City or the Hospital (whether ▇▇▇▇▇▇ or inchoate, permits and approvalsknown or unknown, including Environmental Permits, that (icontingent or otherwise) do not exclusively relate against third parties relating to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawExcluded Assets; (j) any Books All claims for refunds of Taxes, if any, and Records other governmental charges of whatever nature; (ik) to All Real Property of the extent they relate to the businesses of Seller or any of its Affiliates (City, other than the BusinessReal Property Leases; (l) The property and assets specifically described on Schedule 1.2(l), ; (iim) that Seller All rights of the City or the Hospital under this Agreement or any agreement contemplated hereby; (n) All insurance policies other than those described on Schedule 1.1(n); (o) All assets and its Affiliates are required to retain pursuant to Law rights of the City or (iii) that relate primarily the Hospital unrelated to the Excluded AssetsBusiness; and (kp) All provider numbers (including CCN and NPI numbers) related to any Government Reimbursement Program associated with the Business other assets than those associated with the SNF and rights listed in Section 2.2(k) the HHA. For the avoidance of doubt the Seller Disclosure Letter. To Medicare provider agreement associated with the extent any Excluded Asset CAH Hospital is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerexcluded asset.

Excluded Assets. Notwithstanding anything herein contained in this Agreement to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following rights, properties and assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):) will not be included in the Assets: (a) all (i) cash and or cash equivalents, wherever locatedbank deposits, including bank balances and cash and cash equivalents in bank accounts, monies in the possession marketable securities or notes receivable of Sellers or any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)their Affiliates; (b) all refunds accounts receivable from any Person and any notes receivable from any Person arising out of Taxes the operation of Seller and the Selling SubsidiariesRefinery, the Pipeline or the Business prior to Closing, as well as all amounts, if any, that are receivable by Sellers from their Affiliates; (c) (i) the Pipeline linefill, (ii) the Retained Product Inventory, and (iii) all Tax Returns of other hydrocarbon inventory that Seller and the Selling Subsidiarieswill retain title to after Closing in accordance with Exhibit K; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plansthe Excluded Contracts; (e) all assets and rights involved in the Seller Trademarksmarketing and supply business conducted by Sellers or any Affiliate of Sellers (including the Pipeline linefill and the Retained Product Inventory, but excluding any other physical assets located on or at the Real Property or the Right of Way, which shall form part of the Assets); (f) the Contracts, computer hardware, stored data, computer software spare parts and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed other items identified in Section 2.2(f) of the Seller Disclosure LetterSchedules (the “Retained Parts and Spares”); (g) any rights or benefits pursuant (i) Proprietary trade names (including the trade names “Valero” and “Premcor” and all variations thereof), trademarks, service marks, logos, trade dress, insignia, imprints, brand identifications, advertising and trade names of Sellers and all signs and other personal property whose primary purpose is to any insurance policies of Seller or display any of the Selling Subsidiaries foregoing, (intercompanyii) any proprietary invention, selfpatent, trade secret, copyright, technological information, software or data of Sellers except to the extent expressly included in the Assets, (iii) all documents and communications of Sellers and their Affiliates that are subject to the attorney-insurance client privilege or otherwise)that comprise attorney work product or the attorney-client relationship, and (iv) all forms and documents which prominently incorporate any of the foregoing; (h) any causes of action, lawsuits, judgments, claims all assets and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising rights owned by way of counterclaim or otherwisethird parties; (i) all Claims, demands and causes of action that Sellers or any governmental licensesof their Affiliates may have against any Persons (including insurers) relating solely to events, permits and approvalsconditions or circumstances existing or occurring at any time prior to Closing (including any counterclaims or defenses that Sellers may have with respect to any Retained Liabilities or the liabilities indemnified against under Section 12.2, including Section 12.3 or the Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawAgreement); (j) any Books and Records (i) all insurance coverage to the extent they relate to the businesses of Seller which Sellers or any of its their Affiliates may be entitled (other than the Business)whether as an additional insured, (iinamed insured or otherwise) that Seller and its Affiliates are required with respect to retain pursuant any events, conditions or circumstances existing or occurring at any time prior to Law or (iii) that relate primarily to the Excluded Assets; andClosing; (k) any books and records (i) which constitute corporate, financial, tax and legal records of Sellers unrelated to the Business, (ii) which relate exclusively to, or the retention of which are necessary for the defense of, any of the Retained Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or for which Sellers are responsible under the Environmental Agreement), or (iii) the disclosure of which to Buyers would waive (or would reasonably risk the waiver of) any attorney/client, work product, tax practitioner, audit or other privilege relating to the Retained Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or the liabilities for which Sellers are responsible under the Environmental Agreement), or (iv) which constitute third party data or information that cannot be disclosed or transferred to Buyers without violating legal constraints or legal obligations to the third party owner thereof; provided, however, that subject to the parties entering into a mutually-agreed joint defense agreement(s) to allow for the sharing of common defense privileged materials, Buyers, at Buyers’ expense and upon written request to Sellers, may receive copies of any of the items in the foregoing clauses (ii) and (iii) as well as any other books and records in the possession of Sellers to the extent (and only to the extent) they contain information about the Refinery or the Business that Buyers reasonably need in connection with third party Claims or Litigation arising from the Assumed Obligations or in order to comply with Law. Seller also reserves the right to retain copies (but not originals) of any Books and Records delivered to Buyers pursuant hereto, as may be necessary to comply with Law, to honor Seller’s obligations or enforce Seller’s rights hereunder, or to meet any audit or document retention requirements; (l) Tax refunds or credits arising out of Taxes paid by Sellers or their Affiliates and all claims of Sellers or their Affiliates for refunds of or loss carry forwards or carry backs with respect to (i) Taxes attributable to any period prior to the Closing Date, or (ii) any Taxes attributable to Excluded Assets; (m) all intercompany accounts due to or from Sellers or any of their Affiliates and all intercompany contracts pursuant to which Sellers or any of their Affiliates have agreed to provide management, operational or administrative services or employees to the Sellers; (n) the Seller Policies; (o) all deposits paid by Sellers or any of their Affiliates in connection with the Refinery, the Pipeline, Assets or the Business; and (p) all rights in connection with and assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerPlans.

Excluded Assets. Notwithstanding anything herein to Purchaser acknowledges and agrees that the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets "Assets" shall not include, and Seller shall retain all right, title and interest in and to, any and all of the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”"): (a) all (i) cash Seller's corporate books and cash equivalentsrecords of internal corporate proceedings, wherever locatedtax records, including bank balances work papers and cash books and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)records; (b) all refunds of Taxes of Seller rights and interests in and to the Selling SubsidiariesPRIMEDIA name and any variations thereof and derivations therefrom; (c) all Tax Returns cash and cash equivalents held by or on behalf of Seller and the Selling Subsidiariesall of Seller's bank accounts; (d) except as expressly provided in Section 5.4all files, accounting records and internal reports relating to the business activities of Seller (but not relating solely to the Business); provided, however, that Purchaser may obtain copies of all Seller Plans such files, records and any funds held in trust in connection with such Seller Plansreports to the extent they are directly related to the Business; (e) the Seller Trademarksall software, software systems, databases and database systems listed on Schedule 1.02(e); (f) the Contractsall hardware and equipment, computer hardwarewhether owned, stored data, computer software and documentation owned leased or licensed by Seller or any of not located at the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterTexas Property; (g) any rights all hardware and equipment, whether owned, leased or benefits pursuant to any insurance policies of licensed by Seller or any of located at the Selling Subsidiaries (intercompany, self-insurance or otherwiseTexas Property and listed on Schedule 1.02(g); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising all insurance policies maintained by way of counterclaim or otherwiseSeller; (i) any governmental licensesand all prepaid Taxes and Income Tax refunds of Seller, permits and approvalsexcept to the extent relating solely to the Business for any period on or after the Closing Date; provided that, including Environmental Permitsfor purposes of this Agreement, that (i) do not exclusively relate "Tax" or "Taxes" shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to the Business or such amounts, and (ii) exclusively relate to the Business "Income Taxes" shall mean all Taxes imposed on or measured by net income or gross profits or gross receipts (but their transfer is not permitted by Law; (j) any Books excluding sales, use, value added and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Businessproperty Taxes), (ii) that Seller together with all interest, penalties and its Affiliates are required additions imposed with respect to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetssuch amounts; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding the provisions of Section 2.1 or anything herein to the contrarycontrary herein, there shall be excluded from the saleany and all assets, conveyancetitle, assignment or transfer rights and interest in, to Buyer hereunder, and the Business Assets shall not include, under the following assets and properties interests of the Sellers and their Subsidiaries (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):) shall be retained by the Sellers or their applicable Subsidiary, and Purchaser and its designees shall acquire no right, title or interest in the Excluded Assets in connection with the Transaction: (a) all (i) cash and cash equivalents (excluding the deposits described in Section 2.1(i) and the cash or cash equivalents, if any, described in Section 2.1(l)), wherever located, including bank balances and cash and cash equivalents in bank accountsaccounts or safe deposit boxes, monies in the possession of any banks, checks, funds in time and demand deposits, savings and loans or trust companies and similar cash items on handitems, (ii) bank accounts escrow monies and deposits in the possession of Seller landlords and the Selling Subsidiaries utility companies, and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) any rights or interest or consideration received by the Sellers or its Affiliates pursuant to, and all refunds rights of Taxes of Seller the Sellers and its Affiliates under, this Agreement or any Related Document, including the Selling Subsidiariesright to receive the Purchase Price and to enforce the Sellers’ rights and remedies thereunder, subject to the terms hereof and thereof; (c) all Tax Returns of Seller any (i) Attorney-Client Information arising from communications between the Sellers or their Subsidiaries (including any one or more officers, directors or stockholders), on the one hand, and its counsel, on the Selling Subsidiariesother hand, and (ii) claims under any director and officer, errors and omissions, fiduciary and commercial crime insurance policies; (di) except as expressly provided in Section 5.4, all Seller Plans Tax assets and any funds held in trust in connection with such Seller Plansattributes related to the Income Taxes of the Sellers and their Subsidiaries and (ii) all rights to refunds or credits attributable to Taxes that are Excluded Liabilities or otherwise paid by or on behalf of Sellers or their Affiliates; (e) the Seller TrademarksExcluded Books and Records; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any all cash in Sellers’ adequate assurance account relating to utilities under Section 366 of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterBankruptcy Code; (g) any rights or benefits pursuant and all proceeds relating to any insurance policies and all bonds, letters of Seller credit, guarantees or any of other security provided by the Selling Subsidiaries (intercompany, self-insurance or otherwise)Sellers; (h) any assets not otherwise designated as Transferred Assets or from time to time designated by the Parties as Excluded Assets; (i) the Avoidance Actions; (j) any capital stock, shares, warrants, stock options, membership interests, partnership interests, units, or other equity or equity-linked securities of the Sellers or of any other Person; (k) all Intellectual Property owned by the Sellers or any of their Affiliates, other than the Transferred Intellectual Property; (l) any prepayments and good faith and other deposits submitted by any third party in connection with the sale of the Other Business; (m) all of the Sellers’ and their Subsidiaries’ rights, claims or causes of actionaction against third parties relating to the assets, lawsuitsproperties, judgmentsbusiness or operations of the Sellers or their Subsidiaries (including all guaranties, claims warranties, indemnities and demands similar rights in favor of any nature of Seller the Sellers or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assetstheir Affiliates), in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions occurring prior to, on or after the Closing Date; (in) all Seller Benefit Plans and trusts and other assets attributable thereto; (o) and all other assets listed on Schedule 2.2(o); and (p) all prepaid expenses, claims, deposits, prepayments, refunds, causes of action, demands, actions, suits, rights of recovery, rights under guarantees, warranties (express or implied), indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in each case, to the extent primarily related to or exclusively used in or held for use for the Excluded Assets listed in clauses (a) through (o) above. Notwithstanding anything to the contrary contained in this Agreement or any governmental licensesof the other Related Documents, permits Purchaser acknowledges and approvalsagrees that all of the following are also Excluded Assets, and all right, title and interest in and to all Excluded Assets shall be retained by the Sellers and shall remain the property of the Sellers (and shall expressly be excluded from the sale, transfer, assignment and conveyance to Purchaser hereunder), and neither Purchaser nor any of its Affiliates shall have any interest therein: (x) all records and reports prepared or received by the Sellers or any of their Affiliates in connection with the sale of the Business and the Transactions, including Environmental Permits, that (i) do not exclusively relate all analyses relating to the Business or Purchaser so prepared or received; and (iiy) exclusively relate to all confidentiality agreements with prospective purchasers of the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any portion thereof and all bids and expressions of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, interest received from the applicable Acquired Company to such entity as directed by Sellerthird parties with respect thereto.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary herein, there Seller shall be excluded from the salenot convey, conveyanceassign, assignment or transfer to Buyer hereunderBuyer, and the Business Assets Buyer shall not includeacquire or have any rights to acquire, the following any assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all of Seller (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents other than those specifically described in bank accounts, monies in the possession of any banks, savings and loans Section 2.1(b) or trust companies and similar cash items on hand, (ii) bank accounts to the extent provided for in this Section 2.1(c). Without limiting the generality of the foregoing, the following shall constitute Excluded Assets: (i) all cash, cash equivalents and securities of Seller in excess of the amount needed to achieve the Working Capital Target (including Seller’s investment account at JPMorgan Chase & Co. and the Selling Subsidiaries and a checking account to be established to hold any such cash (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, the “Cash DepositsRetained Accounts”)); (bii) all refunds corporate, organizational, minute books and Tax records of Taxes of Seller and the Selling SubsidiariesSeller; (ciii) all Tax Returns of Seller and the Selling SubsidiariesSeller’s corporate name; (div) except nontransferable Licenses; (v) all Insurance Policies (other than any Insurance Policies maintained as expressly provided in Section 5.4part of an Assumed Benefit Plan), all Seller Plans and any funds held in trust refunds paid or payable in connection with the cancellation or discontinuance of any such Seller PlansInsurance Policies, and any claims made under any such Insurance Policies; (evi) management and other systems, databases, computer software, computer disks and similar assets and the licenses and related rights that are non-transferable, non-assignable or are not used exclusively by Seller Trademarksin the Business; (fvii) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller any Intellectual Property identified on Schedule 2.1(c)(vii) or any of the Selling Subsidiaries listed in Section 2.2(f) of URLs or domain names associated with the Seller Disclosure Letterforegoing; (gviii) any all rights or benefits pursuant to any insurance policies of Seller under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Seller or Buyer in connection with the transactions contemplated hereby, or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that side agreement between Seller and its Affiliates are required to retain pursuant to Law Buyer entered into on or (iii) that relate primarily to after the Excluded Assetsdate of this Agreement; and (kix) any other all assets and rights listed in Section 2.2(k) expressly set forth on Schedule 2.1(c)(ix), which Schedule shall include, for the avoidance of doubt, any and all assets of Seller that the Seller Disclosure Letter. To Board has determined are essential to carrying out Seller’s Mission after the Closing to the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or not integral to the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerBusiness.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there in no event shall Seller be excluded from the saledeemed to sell, conveyancetransfer, assignment assign, or transfer to Buyer hereunderconvey, and the Business Assets Seller (or its applicable Affiliates) shall retain all right, title and interest to, in and under, any assets of Seller (or its applicable Affiliates) that are not includeAcquired Assets, which assets shall expressly include the following assets assets, properties, interests and properties rights of Seller (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) ): all (i) cash assets expressly excluded from the definition of Acquired Assets pursuant to Section 1.1; all Cash and cash equivalentsCash Equivalents, wherever located, including bank balances and cash and cash equivalents in all bank accounts, monies in and all deposits (including maintenance deposits, customer deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments, that have been prepaid by Seller, and any retainers or similar amounts paid to Advisors or other professional service providers; all Mixed-Use Contracts and all other Contracts that are not Assigned Contracts, including the possession of any banksContracts listed on Schedule 1.2(c) (the “Excluded Contracts”); all accounts receivable, savings negotiable instruments and loans or trust companies and similar cash items on hand, (ii) bank accounts of chattel paper owing from Persons that are not Seller and that are attributable to periods prior to the Selling Subsidiaries Closing; all rights, title and (iii) investment securities interest in and other short- to information technology systems and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust Software used in connection with Seller Plansthe Business to the extent not constituting Software listed on Schedule 1.1(i); all Intellectual Property registered, issued, applied for, or subsisting in countries outside of the United States of America; rights in third party licenses of Software that may be required for the operation or maintenance of the Software referenced on Schedule 1.1(i), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (Aother than such licenses that are set forth on Schedule 1.1(a), (B) and (C) collectively, “Cash Deposits”); (b) ; all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records Documents (i) to the extent they relate to any of the Excluded Assets or Excluded Liabilities (including information stored on the computer systems, data networks or servers of Seller); (ii) that are Seller’s financial accounting Documents, all minute books, organizational documents, stock registers and such other books and records of Seller as pertaining to ownership, organization or existence of Seller, Tax Returns (and any related work papers) and any other Tax information or records, corporate seal, checkbooks, and canceled checks; or (iii) that Seller is required by Law to retain or prohibited by Law from selling, transferring, assigning, conveying or delivering to Purchaser; provided that, to the extent not prohibited by applicable Law, Purchaser shall have the right to make copies of any portions of such Documents referenced in clauses (i) and (iii) that, but for such clauses (i) or (iii), respectively, would be Acquired Assets (including, for the avoidance of doubt, any Tax information or records that relate to the Business or the Acquired Assets to the extent such information would be relevant to Purchaser post-Closing, but excluding any income, franchise or similar Tax Returns or information or records of Seller related thereto); all Documents prepared or received by Seller or any of its Affiliates in connection with the sale of the Acquired Assets, this Agreement, or the transactions contemplated hereby, including (i) all records and reports prepared or received by Seller, any of its Affiliates or Advisors in connection with the sale of the Acquired Assets and the transactions contemplated hereby, including all analyses relating to the business of Purchaser or its Affiliates so prepared or received, (ii) all bids and expressions of interest received from third parties with respect to the acquisition of any of Seller’s businesses or assets, (iii) all privileged materials, documents and records of Seller or any of its Affiliates and (iv) copies of the documents, materials and data to the extent related to the Acquired Assets prior to the Closing Date; all current and prior insurance policies of Seller or any of its Affiliates, including for the avoidance of doubt all director and officer insurance policies, and all rights and benefits of any nature of Seller and its Affiliates with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; all membership interests or other than equity interests of Seller or any of its Subsidiaries or securities convertible into, exchangeable, or exercisable for any such membership interests or other equity interests; the Business)sponsorship of all Seller Plans and any right, title or interest in any of the assets thereof or relating thereto; (i) all preference or avoidance claims or actions arising under the Bankruptcy Code or applicable Law, (ii) all other rights, claims, causes of action, rights of recovery, rights of set-off, and rights of recoupment as of the Closing of Seller, in each case, arising out of or relating to events occurring on or prior to the Closing Date, and (iii) all claims that Seller may have against any Person with respect to any other Excluded Assets or any Excluded Liabilities; Seller’s claims or other rights under this Agreement, including the Purchase Price hereunder, or any agreement, certificate, instrument, or other document executed and delivered between Seller and Purchaser in connection with the transactions contemplated hereby, or any other agreement between Seller and Purchaser entered into on or after the date hereof; all claims of Seller or any of its Affiliates are required for refunds of, or loss carry forwards with respect to, (i) Taxes attributable to retain pursuant to Law the Acquired Assets for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, (ii) income or franchise Taxes of Seller or any of its Affiliates, or (iii) that relate primarily Taxes attributable to the Excluded Assets; and all real estate and all interests in real estate other than the Acquired Leased Real Property and the Acquired Owned Real Property, including any Leasehold Improvements thereon; all demands, allowances, refunds, rebates (k) including any other assets vendor or supplier rebates), rights (including under or with respect to express or implied guarantees, warranties, representations, covenants and indemnities), claims, counterclaims, defenses, credits, causes of action, rights of set off, rights of recovery or rights of recoupment relating to or arising against suppliers, vendors, merchants, manufacturers and counterparties to leases, licenses or any Contract, arising out of or relating to events occurring on or prior to the Closing Date; all Retained Names and Marks, and goodwill and rights listed in Section 2.2(k) of to ▇▇▇ associated with such Retained Names and Marks; and the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerproperties and assets set forth on Schedule 1.2(s).

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment contrary contained in Section 2.1 or transfer to Buyer hereunder, and the Business Assets shall not includeelsewhere in this Agreement, the following assets of Sellers (collectively, the "EXCLUDED ASSETS") are not part of the sale and properties (such retained assets purchase contemplated hereunder, are excluded from the Assets, and properties being herein collectively referred to as shall remain the “Excluded Assets”):property of Sellers after the Closing: (a) all (i) cash and Sellers' cash, cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any bankssecurities, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and mediumshort-term investments, but excluding (A) escrow monies and funds held in trust (all other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession instruments and interests of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)a similar nature; (b) all refunds the outstanding capital stock of Taxes of Seller Parent's subsidiaries, including MCK-NV, MCK-DE, MCK-Canada, and the Selling Subsidiaries;DTI; EXECUTION VERSION (c) all Sellers' minute books, charter documents, corporate stock record books, and such other books and records as pertain to the organization, existence or share capitalization of Sellers or as are necessary to enable Sellers to file their Tax Returns of Seller Returns; provided, however, that such books and records will be maintained in existence and made available to Buyers for not less than six years following the Selling SubsidiariesClosing Date; (d) except copies of such other records that relate to the MCK Business as expressly provided in Section 5.4Sellers may deem reasonably necessary to permit Sellers to prepare financial statements and Tax Returns, all Seller Plans respond to any tax audits or inquires and any funds held in trust in connection to defend claims, demands, disputes, arbitrations, and other legal proceedings with such Seller Plansrespect to the MCK Business; (e) the Seller Trademarksall rights in and assets of Sellers' Employee Benefits Plans; (f) the Non-assignable Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) the Excluded Contracts and any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompanyother Contracts not listed on Schedule 2.1(j), selfexcept those that are Post-insurance or otherwise)Closing Assets; (h) any causes of action, lawsuits, judgments, claims those properties and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise;assets specified on Schedule 2.2; and (i) any governmental licenses, permits and approvals, including Environmental Permits, all Assets owned by the Parent other than those that are (i) do not used exclusively relate to for the MCK Business or (ii) exclusively relate necessary to conduct the MCK Business but their transfer is not permitted in the manner presently conducted by Law; (j) any Books Sellers and Records (i) to are located in the extent they relate to the businesses ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ facilities of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSellers.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Purchased Assets shall not include, include the following property and assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash the names “Domtar”, “Paper Excellence Group”, “Paper Excellence” and cash equivalentsany derived forms thereof, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession either alone or as part of any banks, savings and loans trade name or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust trademark which is or has been used in connection with Seller Plans), the Business (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash DepositsMark”); (b) all refunds insurance policies of Taxes of Seller the Sellers, including those associated with the Business, and the Selling Subsidiariesany proceeds paid in connection with such insurance policies and any prepaid insurance premiums, except as provided in Section 2.1(1)(r); (c) all Tax Returns of Seller assets held in connection with the Sellers’ Benefit Plans and all Contracts relating to the Selling SubsidiariesSellers’ Benefit Plans, other than the Collective Bargaining Agreements; (d) except as expressly provided in Section 5.4all cash on hand, all Seller Plans cash equivalents and any funds held in trust in connection with such Seller Plansbank deposits; (e) all refunds of Duties, Tax refunds and Tax credits receivable by the Seller TrademarksSellers, in each case applicable to periods prior to the Closing and not taken into account in the calculation of the Purchase Price (as finally determined hereunder); (f) the Contractsall computers, computer hardwareservers, stored dataworkstations, routers, hubs, switches, data communication lines and other information technology equipment or systems and computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of Sellers, other than the Seller Disclosure LetterBusiness IT Assets; (g) any rights or benefits pursuant (i) all personnel records which solely relate to any insurance policies employees who do not transfer their employment to the Purchaser and (ii) copies of Seller or personnel records that any of the Selling Subsidiaries Sellers is required to retain in its possession by applicable Law (intercompany, self-insurance or otherwiseoriginals of which shall be Purchased Assets and provided to the Purchaser); (h) any causes of action, lawsuits, judgments, claims all books and demands of any nature of Seller or records other than the Selling Subsidiaries Books and Records that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Purchased Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits prepaid expenses and approvals, including Environmental Permits, that (ideposits listed in Section 2.1(1)(o) do not exclusively relate to of the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawDisclosure Letter; (j) the Seller Pre-Closing Communications; (k) all income Tax instalments paid by the Sellers (and their respective Affiliates), all income Taxes receivables by the Sellers (and their respective Affiliates) and the right to receive any Books refund of income Taxes paid by the Sellers (and Records their respective Affiliates); (il) all claims, rights, benefits and interests to the extent they relate to the businesses of Seller arising under or resulting from any of its Affiliates Retained Obligations (other than any Purchased Asset) or any Excluded Asset described in this Section 2.2, including all rights and claims, whether mature, contingent or otherwise, against third parties, whether in tort, contract or otherwise, causes of action, unliquidated rights and claims under or pursuant to all warranties, representations and guarantees made by manufacturers, suppliers or vendors, claims for refunds, rights of set-off and credits of all kinds and all other general intangibles, in each case, to the extent not related to the Business), ; (iim) Intellectual Property Rights other than Business Intellectual Property Rights; (n) Contracts or portions thereof other than the Business Contracts; (o) all other assets of the Sellers that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily not related to the Excluded AssetsBusiness; and (kp) any all other assets and rights of the Sellers that are listed in Section 2.2(k) 2.2 of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer The parties understand and agree that Seller is not --------------- transferring to Buyer hereunder, and the Business Assets shall not includethose assets of Seller set forth below (collectively, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”):"): --------------- (a) all (i) cash all of the land, buildings, improvements, fixtures and cash equivalentsother real property and the easements, wherever located, including bank balances rights of way and cash appurtenances thereon or thereto owned by Seller and cash equivalents in bank accounts, monies in located at the possession of any banks, savings and loans Facilities or trust companies and similar cash items on hand, related to the Retained Businesses; (ii) bank accounts of Seller all tangible assets and properties, including machinery and equipment, spare parts and supplies, vehicles, accessories, furniture, office and laboratory equipment and supplies, furnishings and fixtures physically located at the Selling Subsidiaries and Facilities or related to the Retained Businesses, other than as the same may be included in the Leased Real Property described in Section 1.1(viii) above; (iii) investment securities all inventories, including finished products, samples, work-in- process, raw materials and other short- and medium-term investments, but excluding packaging materials physically located at (Aor in transit from or to) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies Facilities or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)related to the Retained Businesses; (biv) all refunds of Taxes of Seller computer hardware (including, without limitation, personal computers, laptops and the Selling Subsidiaries; data processing equipment) and software (cincluding, without limitation, application, operating, process control, security or programming software) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller and relating to the Business, whether or any of not located at the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterFacilities; (gv) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompanycash, self-insurance or otherwise)cash equivalents, investments and bank accounts; (hvi) any causes of actionnon-trade accounts receivable or accounts receivable or other current assets, lawsuitscontracts, judgmentscustomer lists and other books and records, claims licenses and demands of any nature of Seller permits, intellectual property, or goodwill to the extent related directly to or arising directly from the Retained Businesses or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseRetained Liabilities; (ivii) any governmental licensesrefunds, permits claims to refunds or rights to receive refunds from Federal, state, local and approvalsforeign taxing authorities with respect to income, including Environmental Permitsnet worth, that capital, value added, franchise or other taxes measured by or based upon income or profits (i"Income Taxes") do not exclusively relate paid or to the Business or (ii) exclusively relate to the Business but their transfer is not permitted be paid by Law; (j) any Books and Records (i) to the extent they relate to the businesses of ------------ Seller or any of its Affiliates (as defined in Section 8.6); (viii) any records related to Income Taxes paid or payable by Seller or any of its Affiliates; (ix) any insurance policies relating to the Transferred Assets or the Business; (x) Seller's corporate charter documents, minute books, stockholder records, stock transfer records, corporate seal and similar corporate records; (xi) other than the Business), (ii) that rights transferred by Seller and its Affiliates are required to retain Buyer pursuant to Law or Section 1.1(xi) above and other than certain intellectual property rights separately assigned under this Agreement, any and all of Seller's rights against ▇▇▇▇▇▇ Corporation and Henkel Canada Limited (iiiand their respective successors and assigns) that relate primarily to arising under the Excluded AssetsHenkel Purchase Agreement (as defined in Section 7.1) and the other documents executed in connection therewith; (xii) all rights and obligations of Buyer under the Henkel Supply Agreement (as defined in Section 7.1); and (kxiii) any other assets and rights listed in Section 2.2(k) patents, technology, know-how or information relating to the manufacture of the Seller's sulfonated materials. Buyer shall co-operate with Seller Disclosure Letter. To to the extent necessary after the Closing Date to permit Seller to take possession of any Excluded Asset is ownedAssets not in the custody of Seller after Closing. After the Closing Date, leased Buyer may have in its possession various non-public documents, records and other items relating to Seller which do not relate to the Business, and Seller may have in its possession various non-public documents, records and other items relating to the Business and Buyer (the "Commingled Items") which are not requested to be ---------------- delivered pursuant to any provision of this Agreement. The parties hereby acknowledge that the Commingled Items will not be separated from or licensed by an Acquired Company segregated in Seller or Buyer files, as the Satair JVcase may be, such asset but the non-disclosing party agrees that it shall be transferred, prior not use or take any action to Closing, from use the applicable Acquired Company to such entity as directed by SellerCommingled Items or any information contained therein.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not includeany other provision hereof, the following assets and properties Transferred Assets do not include any other vessels, assets, equipment or properties, tangible or intangible, of Seller or its Affiliates (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):), including, without limitation, any of the following items: (a) all (i) cash and cash, cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-short term investments, but excluding (A) escrow monies prepayments, deposits, set-off rights, and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)accounts receivable; (b) all refunds books and records relating to corporate level activities including, without limitation, those relating to filings with the Internal Revenue Service (or any state, local or foreign counterpart thereof, other than those records related to the New York Real Property, personal property or ad valorem Taxes or sales or use Taxes applicable to the Transferred Assets), and those relating to accounting and tax functions (other than those records relating primarily to the Vessels), any corporate minute books, stock ledgers and other corporate books and records, all books and records primarily relating to any division, business unit or product line other than the operation of Taxes of the Vessels, and all documents and analyses prepared by Seller or its Affiliates for internal evaluation purposes in connection with this Agreement and the Selling Subsidiariessale of the Transferred Assets; (c) all Tax Returns personnel records and other records of Seller and the Selling Subsidiariesor its Affiliates; (d) except as expressly provided in Section 5.4Other than Assumed Liabilities Defense Claims, all insurance policies and claims made thereunder relating to any of the Transferred Assets to the extent owned by or covering Seller Plans or its Affiliates (including policies relating to property, liability, business interruption, health and any funds held in trust in connection with such Seller Plansworkers’ compensation and lives of officers of Seller); (e) the Seller Trademarksall rights in connection with and assets of Employee Plans, if any; (f) the Contracts, computer hardware, stored data, computer software and documentation owned all rights with respect to employees or licensed by former employees of Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterits Affiliates; (g) any rights or benefits pursuant to any insurance policies all copyrights of Seller or any of the Selling Subsidiaries (intercompanyits Affiliates and all of Seller’s licenses to such copyrights including without limit copyrights to Vessel designs, self-insurance or otherwise)blue prints, specifications, photographs, promotional materials, computer software and programs, operating manuals, and other copyrighted items utilized by Seller in its business; (h) any causes of actionall proprietary manuals, lawsuitspolicies, judgments, claims procedures and demands of any nature of Seller other written materials developed by or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisefor Seller; (i) any all claims for refund of or otherwise relating to Taxes and other governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer charges of whatever nature of Seller for which Seller is not permitted by Lawresponsible hereunder; (j) any Books and Records (i) Other than Assumed Liabilities Defense Claims, all claims of Seller against third parties relating or pertaining to the extent they relate Transferred Assets whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, asserted or unasserted relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the businesses Closing; (k) all trademarks, logos, and services marks (“Marks”) of Seller or any of its Affiliates and all of Seller’s licenses or rights to use such Marks; (other than l) all leasehold interests or possessory rights of Seller in real property possessed, leased or utilized by Seller in its business, excluding the Business)New York Real Property; (m) all furniture, (ii) that fixtures and equipment owned or leased by Seller and or its Affiliates are required and located at shoreside locations of Seller as shown on Schedule 2.2(m); (n) all rights of Seller under this Agreement and the other documents contemplated hereby to retain pursuant be executed by Seller or its Affiliates; (o) all amounts due and payable to Law Seller or its Affiliates under any Time Charter prior to the Closing Date whether billed or unbilled; (iiip) that relate primarily the Excluded Vessels and any assets located on or directly related to the Excluded Vessels (“Excluded Vessel Related Assets”); (q) subject to the conditions set forth in Section 3.5, the Unavailable Vessels and any assets located on or directly related to the Unavailable Vessels that would be considered Transferred Assets if they were located on or directly related to a Vessel that is not an Unavailable Vessel (“Unavailable Vessel Related Assets”); (r) any assets primarily used in the upstream business segment of HOS and its subsidiaries; and (ks) any all other assets property and rights assets, tangible or intangible, of Seller not specifically listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller2.1(a)-(j).

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, include the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All of Seller's cash and cash equivalents in bank accounts, monies in the possession (including any marketable securities or certificates of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”deposit); (b) all refunds of Taxes All claims, rights and interests of Seller in and to any refunds for federal, state or local franchise, income or other taxes or fees of any nature whatsoever for periods prior to the Selling SubsidiariesClosing Date; (c) all Tax Returns Any of Seller Seller's rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Station arising out of transactions occurring prior to the Closing Date, except to the extent and only to the Selling Subsidiariesextent any such claims relate to the Purchased Assets as provided in Section 1.1(f); (d) except as expressly provided in Section 5.4All bonds held, all Seller Plans contracts or policies of insurance and any funds held in trust in connection prepaid insurance with respect to such Seller Planscontracts or policies; (e) Seller's corporate seal, corporate minute books, stock record books, corporate records relating to its incorporation, corporate tax returns and related documents and supporting work papers and any other records and returns relating to taxes, assessments and similar governmental levies (other than real and tangible personal property taxes, assessments and levies and FCC regulatory fees imposed on the Seller TrademarksPurchased Assets); (f) All records prepared in connection with the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any sale of the Selling Subsidiaries listed in Section 2.2(f) of Station, including bids received from others and analyses relating to the Seller Disclosure LetterStation and the Purchased Assets; (g) any rights Any trade name using or benefits pursuant to any insurance policies of Seller or any of incorporating the Selling Subsidiaries (intercompanyname "Gayl▇▇▇" ▇r derivatives thereof including, self-insurance or otherwise)without limitation, "Gayl▇▇▇ ▇▇▇adcasting" and "GBC"; (h) any causes All records and documents relating to Excluded Assets or to liabilities of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate Station arising prior to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseDate; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate Except to the Business extent Buyer and Seller shall otherwise specifically agree in writing, Seller's employee benefit agreements, plans or (ii) exclusively relate to the Business but their transfer is not permitted by Lawarrangements listed in Schedule 2.19; (j) any Books All of Seller's rights and Records (i) claims to payments made by the Copyright Royalty Tribunal and related to the extent they relate operations of the Station arising out of transactions occurring prior to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; andClosing Date; (k) any All of Seller's computer programs not related solely to the Station or not reasonably separable from the programs employed for other assets of Seller's stations which are described on Schedule 1.2(k), including without limitation, the programs used for the general ledger, accounts payable, payroll, human resources and fixed assets; (l) Any of Seller's rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased under or licensed by an Acquired Company pursuant to this Agreement or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerother agreements with Buyer contemplated hereby. and (m) The Accounts Receivable.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment contrary in Section 2.1(a) or transfer to Buyer hereunder, and the Business Assets shall not includeelsewhere in this Agreement, the following assets are excluded from the purchase and properties sale contemplated by this Agreement (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (ai) all assets used in connection with the Seller’s corporate functions (i) cash including the corporate charter, taxpayer and cash equivalentsother identification numbers, wherever locatedseals, including bank balances minute books and cash and cash equivalents in bank accountsstock transfer books), monies in whether or not used for the possession benefit of any banks, savings and loans or trust companies and similar cash items on hand, the Purchased Business; (ii) bank accounts all interests in the Leased Real Property not listed on Schedule 2.1(a)(iv) of Seller and the Selling Subsidiaries and Disclosure Schedules; (iii) investment securities and other short- and medium-term investments, but excluding all rights existing under each Contract not listed on Schedule 2.1(a)(v) of the Disclosure Schedules (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, the “Cash DepositsExcluded Contracts”); (biv) all refunds Cash as of Taxes the Closing Date and all rights in any bank accounts of Seller and the Selling SubsidiariesSeller; (cv) all Tax Returns of Seller any Plans (other than the Business Benefit Plans and Employment Agreements assumed by the Buyers under Section 9.9(d)) and the Selling Subsidiariesassets thereof; (dvi) except as expressly provided in Section 5.4all accounting records, all Seller Plans Tax records, Tax Returns and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) tax work papers of the Seller Disclosure Letter; (g) any rights or benefits pursuant provided that the Seller shall provide access to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwisesuch data and records as set forth in Section 9.13); (hvii) any causes refunds or credits of actionor against Excluded Taxes; (viii) all interests in the Intellectual Property not listed on Schedule 2.1(a)(ix) of the Disclosure Schedules, lawsuitsincluding the names, judgmentsmarks and other indicia of “Geeknet” and any Geeknet logo or other similar marks and derivatives of such names, claims marks, logos and demands of other indicia, including any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are Intellectual Property related to, incorporating or utilizing such names and indicia, whether alone or in combination with any other words, phrases or designs, together with all of the Excluded Assets, whether arising by way of counterclaim goodwill represented thereby or otherwisepertaining thereto; (iix) any governmental licenses, permits all prepaid insurance premiums and approvals, including Environmental Permits, that (i) do not exclusively relate to all insurance policies of the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawSeller; (jx) any Books and Records (i) to documents that were received from third parties in connection with their proposed acquisition of the extent they relate to Purchased Business or that were prepared by the businesses of Seller or any of its Affiliates in connection therewith; (other than xi) the assets listed on Schedule 2.1(b) of the Disclosure Schedules; (xii) all assets used in connection with the Seller’s legal, compliance, finance and human resources functions, in each case to the extent not exclusively related to the Purchased Business (provided that the Seller shall provide access to such assets as set forth in Section 9.13); (xiii) all supplier relationships to the extent not related to the Purchased Business), ; (iixiv) the Seller’s Google Analytics account (for the avoidance of doubt (1) data contained in such account that Seller and its Affiliates are required is exclusively related to retain the Purchased Business shall be a Purchased Asset pursuant to Law or Section 2.1(a)(xiii) and (iii2) that relate primarily the Buyers shall receive access to such account pursuant to Section 9.13); (xv) all rights of the Excluded Seller under this Agreement and the other Transaction Documents; (xvi) all assets owned directly by Media Sub (although such assets shall fall within the definition of “Purchased Assets” for the other purposes of this Agreement, including, without limitation, the representations and warranties in Article V); and (kxvii) any all other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is that are not owned, leased leased, used, or licensed held for use by an Acquired Company the Seller or any of its Affiliates in connection with the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerPurchased Business.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, contrary in this Agreement and the Business Purchased Assets shall not includeinclude any assets other than the specific Purchased Assets and, without limiting the generality of the foregoing, shall expressly exclude the following assets of Merck and properties its Affiliates (such retained assets and properties being herein collectively referred to hereinafter as the “Excluded Assets”): (a) all (i) cash Patents, Trademarks, copyrights, information, know-how, goodwill, and cash equivalents, wherever located, including bank balances other intellectual property and cash and cash equivalents in bank accounts, monies in the possession proprietary rights of any bankskind that are not Inspire Assets (and, savings and loans or trust companies and similar cash items on handfor purposes of clarity, (ii) bank accounts of Seller the Excluded Assets shall include the Manufacturing Know-How, the Licensed Patent and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”Licensed Trademarks); (b) all refunds of Taxes of Seller new drug applications and their equivalents (other than the Selling SubsidiariesHealth Registrations), NDC numbers and their equivalents and product registrations (other than the Health Registrations); (c) all Tax Returns of Seller accounts receivable that are accrued but unpaid prior to the Closing Date and any payments received with respect thereto on or after the Selling SubsidiariesClosing Date; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plansthe Inventory; (e) as the Seller Trademarkscase may be, all cash (including cash on hand and cash in transit), cash equivalents, bank deposits, marketable securities and any advances, prepayments or deposits; (f) all books, documents, records and files of Merck and its Affiliates which: (i) were prepared in connection with or relating to the Contractstransactions contemplated by this Agreement, computer hardwareincluding bids received from other Persons and analyses relating to Inspire, stored dataInspire Assets, computer software and documentation owned Purchased Assets, the Assumed Liabilities or licensed the Products; or (ii) are maintained by Seller Merck or any of the Selling Subsidiaries listed its Affiliates and/or its representatives, agents or licensees in Section 2.2(f) of the Seller Disclosure Letterconnection with its Tax, legal, regulatory or reporting requirements; (g) any all rights of Merck arising under this Agreement or benefits pursuant to any insurance policies of Seller or any from the consummation of the Selling Subsidiaries (intercompany, self-insurance or otherwise)transactions contemplated hereby; (h) any causes of action, lawsuits, judgments, claims and demands all rights to refunds of any nature Taxes or Tax credits of Seller Merck or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the its Affiliates for Pre-Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisePeriods; (i) any governmental licenses, permits all insurance policies of Merck and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawits Affiliates and claims thereunder; (j) any Books claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Product sold and Records (i) delivered by Merck or its Affiliates prior to the extent they relate to the businesses of Seller or any of its Affiliates Closing Date; (other than the Business)k) all assets, (ii) that Seller properties, rights and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily interests related to the Excluded AssetsBusiness; and (kl) any all other assets assets, property, products (including Ex-Territory Products), rights and rights listed in Section 2.2(k) interests of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased Merck and its Affiliates that are not Purchased Assets or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerInspire Assets.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Assets shall not includeinclude any assets other --------------- than the assets specifically contemplated in Section 1(b), and, ------------ notwithstanding Section 1(b), shall expressly exclude the following ------------ (collectively, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”):"): --------------- (a) all (i) cash all accounts and cash equivalents, wherever located, notes receivable arising out of sales occurring in the conduct of the Business prior to the Closing Date (including bank balances and intercompany receivables); (ii) all cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and Seller; (iii) investment securities all insurance policies and claims thereunder of Seller, Seller's claims for and rights to receive Tax refunds relating to the Business, all of Seller's Tax returns relating to the Business and any notes, worksheets, files or documents relating thereto, and any legal files or other short- documents covered by an evidentiary privilege that are not related to the Assumed Liabilities; (iv) all books, documents, records and medium-term investmentsfiles prepared in connection with or relating to the transactions contemplated by this Agreement, but excluding including bids received from other parties and analyses relating to the Assets, the Assumed Liabilities and the Business (other than confidentiality agreements entered into by Seller in connection with the transactions contemplated by this Agreement, which shall be assigned to Buyer pursuant to this Agreement); (v) all of Seller's rights under or pursuant to this Agreement and the other agreements between Buyer and Seller contemplated hereby; (vi) all minute books and stockholder and stock transfer records and similar corporate records of Seller; (vii) the trademarks "EGGO" and "Kellogg's" and all logos, designs and goodwill associated therewith; (viii) all computer software and hardware, computer systems and electronic mail applications relating to the Business, other than the computer software and hardware specifically described in Section 1(b)(v); --------------- (ix) any assets held directly or indirectly, in trust or otherwise, for the purpose of paying current or future benefits to or with respect to any current or former employee of Seller; (x) all rights under (A) escrow monies and funds held in trust any Contracts (other than funds held in trust in connection with Seller Plans)Purchase Orders) relating exclusively to the ownership and operation of any facilities other than the Owned Real Property, (B) security deposits in the possession of landlordsany Contracts exclusively related to any employees who are not Transferred Employees, utility companies or Governmental Authorities and (C) customer prepayments any employee benefit plan of seller or its affiliates (items (Athe "Excluded Contracts"), (B) ; and (C) collectively, “Cash Deposits”);------------------ (bxi) all refunds of Taxes of Seller and the Selling Subsidiaries; (cassets listed or described on Schedule 1(c)(xi) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans attached ----------------- hereto and any funds held in trust other assets which are not used exclusively in connection with such Seller Plans; the Business (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software together with any and documentation owned or licensed by Seller or all claims relating to any of the Selling Subsidiaries listed foregoing described in this Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise1(c); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.------------

Excluded Assets. Notwithstanding anything herein to the contrary, there The Sellers shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, not sell and the Business Purchaser shall not purchase or acquire and the Purchased Assets shall not include: (a) Any new boat or new personal water craft included in the inventory of Sellers' Business; (b) Any rights to or under any of the Sellers' insurance policies, premiums, or proceeds from insurance coverages for any period prior to the following Closing Date (except as provided in Section 8.9 of this Agreement); (c) Any rights to any of the Sellers' claims for any federal, state, or local, tax refund relating to events occurring in the Sellers' Business for any period prior to the Closing Date; (d) Any interest in or the assets of any Benefit Plan (as defined in Section 5.18 of this Agreement) maintained by the Sellers or to which the Sellers have made any contribution; (e) Any recovery by the Sellers from any third party based upon events that occurred, conditions or facts that existed, or any act committed or omitted or alleged to have been committed or omitted prior to the Closing Date, except as provided in Section 1.1 (d) of this Agreement; (f) The Sellers' franchise, stock or membership record books, corporate record books containing minutes of meetings of directors and properties stockholders, company record books containing minutes of meetings of managers and members, tax returns and records (except such retained relating to the Sellers' Business, e.g. employee and tax records, other than income tax records, which are needed by the Purchaser in connection with its use of the Purchased Assets after the Closing), books of account and ledgers, and such other records as having to do with the Sellers' organization or capitalization; (g) The Sellers' accounts receivable, deposits and contracts in transit, except as provided in Sections 1.1(c) and (g) of this Agreement; (h) Any rights which accrue or will accrue to the Sellers under this Agreement; and (i) All other assets, rights and property owned or used by the Sellers that are not specified in Section 1.1 above. The assets and properties being described in this Section 1.3 are herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller"EXCLUDED ASSETS."

Excluded Assets. Notwithstanding anything herein The Company is not selling, assigning or conveying to the contraryPurchaser, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunderPurchaser is not purchasing, and the Business Assets shall not include, include any of the following assets assets, rights or properties relating to the Vending Operations of any kind or nature, set forth below, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and properties records of the Company (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):), which Excluded Assets are set forth below: (a) all (i) cash and cash equivalents, wherever locatedall tax and insurance refunds and all prepaid expenses, including bank balances refunds, security and cash like deposits (other than any Cure Deposit), securities, instruments and cash equivalents in other investments of the Company which relate to any Excluded Liabilities, and all bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, ; (ii) bank all trade accounts and other accounts receivable of Seller and the Selling Subsidiaries and Company; (iii) investment securities the Retained Contracts; (iv) the assets set forth on Schedule 1.01(b)(iv) hereof; (v) all intellectual property used exclusively in the Vending Operations and other short- and medium-term investmentsnot in the Business, but excluding including (A) escrow monies all copyrights, source code and funds held other software exclusive to the Vending Operations and not in trust the Business, whether domestic or foreign, registered or common law, (other than funds held including without limitation, all goodwill associated with any of the foregoing, licenses in trust in connection respect of any of the foregoing, and claims for infringement of or interference with Seller Plansany of the foregoing and the right to recover past damages), ; (B) security deposits all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service ▇▇▇▇ rights, tradedress, domain names, URLs, web pages, in any case, whether domestic or foreign or registered or common law, listed on Schedule 1.01(b)(v) (including without limitation, all goodwill associated with any of the possession foregoing, licenses in respect of landlordsany of the foregoing, utility companies and claims for infringement of or Governmental Authorities interference with any of the foregoing and the right to recover past damages); (C) customer prepayments (items (Athe invention disclosure, the issued design patent, pending U.S. patent applications and corresponding international and foreign counterpart applications and issued patent listed on Schedule 1.01(b)(v), including any applications, continuation applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign (Bincluding without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology used exclusively in the Vending Operations and not in the Business; and (CE) collectively, “Cash Deposits”all intellectual property set forth on Schedule 1.01(b)(v); (bvi) all refunds of Taxes of Seller mailing lists, customer lists, price lists, supplier lists, market studies, training and equipment manuals, business opportunities, and businesses, projects and products planned or under development or used exclusively in the Selling SubsidiariesVending Operations and not in the Business; (cvii) all Tax Returns of Seller corporate minute books, stock transfer records and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any corporate seal of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsCompany; and (kviii) any other assets all preference or avoidance claims and rights listed in Section 2.2(k) actions of the Seller Disclosure Letter. To Company, including, without limitation, any such claims and actions arising under Sections 544, 545, 547, 548, 549, 550 and 551 of the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerBankruptcy Code.

Excluded Assets. Notwithstanding anything herein to It is expressly understood and agreed that the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not includeinclude the following (collectively, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)The Retained Franchises; (b) The assets primarily relating to the Retained Business, including without limitation, all refunds of Taxes of Seller contracts and agreements, leases and other rental agreements, deposits and prepaid expenses, Equipment and related warranties and guaranties, Inventory, mailing lists, promotional and advertising material, customer lists and customer information, licenses, permits and franchises, security deposits and bonds, claims against others, and goodwill and going concern value, in each case, primarily relating to the Selling SubsidiariesRetained Business; (c) all Tax Returns of Seller Cash, Cash Equivalents and marketable securities owned or held by the Selling SubsidiariesSellers; (d) except as expressly provided in Section 5.4, The life insurance policies on any of the Sellers' executive officers or equity owners and all Seller Plans and any funds held in trust in connection with such Seller Plansother policies of insurance insuring the Sellers; (e) The proceeds to be received by the Seller TrademarksCompanies upon consummation of the transactions contemplated hereby; (f) the ContractsAll accounts receivable, computer hardware, stored data, computer software notes receivable and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(fother receivables (including related party receivables) of the Seller Disclosure LetterSellers (whether or not billed); (g) any rights Any federal, state or benefits pursuant municipal Tax refunds or overpayments attributable to any insurance policies of Seller taxable periods (or any of portions thereof) ending on or prior to the Selling Subsidiaries (intercompany, self-insurance or otherwise)Effective Date; (h) any causes of actionAll furniture, lawsuitsart work, judgmentsfixtures, claims furnishings, telephones, office supplies and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior toleasehold improvements located at Sellers' headquarters located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, at or following the Closing if the same arose▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Sellers' Headquarters"); (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawAll Equipment in Sellers' Headquarters listed in Schedule 2.2(i); (j) any Books The items of tangible personal property listed in Schedule 2.2(j); (k) 23% of each item in the Central Inventory as of the Closing Date; (l) The capital stock, including treasury shares, of each Seller; (m) The books, records and Records (i) files of the Sellers not primarily related to the extent they relate conduct of the Transferred Business, including without limitation, income tax and other tax records not primarily related to the businesses conduct of Seller or the Transferred Business; (n) The equity interests in Bubs Wings L.L.C. and Cuida and the fractional interest in any airplane; (o) The corporate name of its Affiliates WWG, the federal trademark registration for THINLINE and Design and Sellers' intellectual property rights in the software and related licenses, if any, listed on Schedule 2.2(o); (other than the Business), (iip) that Seller The corporate minute books and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetsstock transfer books of each Seller; and (kq) Any agreement, contract, arrangement or transaction to which any Affiliate of any Seller is a party; and (r) Any other assets and rights contract or agreement listed in Section 2.2(kSchedule 4.1(f)(i) of the Seller Disclosure Letter. To the extent any Excluded Asset which is owned, leased not listed in either Schedule 2.1(b) or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSchedule 2.1(c).

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Station Assets shall not include, include any of the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):following: (a) all (i) cash and cash equivalentscash, wherever located, including bank balances and cash and cash equivalents or similar type of investments such as certificates of deposit, money market instruments, Treasury bills or other marketable securities on hand and/or in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts deposits or prepaid expenses of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Seller; (b) all refunds insurance policies, promissory notes, amounts due from employees, bonds, letters of Taxes of Seller and the Selling Subsidiariescredit or other similar items, or any cash surrender value in regard thereto; (c) all Tax Returns pension, profit sharing or cash or deferred (Section 401(k)) plans or trusts or assets thereof or other employee benefit plans or arrangements or the assets thereof of Seller and the Selling SubsidiariesSeller; (d) except duplicate copies of such records as expressly provided in Section 5.4necessary to enable Seller to prepare and file tax returns and reports, all original financial statements or supporting materials, books or records that Seller Plans and any funds held in trust in connection with such is required by law to retain, or records of Seller Plansrelating to the sale of the Station Assets, the corporate organization, existence or capitalization of Seller, or related solely to internal corporate matters of Seller; (e) interest in and to refunds of Taxes for periods prior to the Seller TrademarksClosing Date; (f) the Contracts, computer hardware, stored data, computer software and documentation owned accounts receivable relating to or licensed by Seller or any arising out of the Selling Subsidiaries listed in Section 2.2(f) operation of the Seller Disclosure LetterStation prior to the Effective Time; (g) any rights tangible and intangible personal property disposed of or benefits pursuant to any insurance policies consumed between the date of Seller or any of this Agreement and the Selling Subsidiaries (intercompanyClosing Date, self-insurance or otherwise)as permitted under this Agreement; (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisecall sign WXRT(AM); (i) any governmental licensesthe studios and office facilities of the Station, permits all equipment and approvalsfurniture located therein, including Environmental Permitsand all contracts relating to such office or studio space or equipment located therein, that (i) do not exclusively relate to the Business unless such equipment, furniture or (ii) exclusively relate to the Business but their transfer contract is not permitted by Lawidentified on SCHEDULE 1.2(b); (j) any Books and Records (i) to personnel records of employees of the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; andStation; (k) all items of personal property owned by personnel at the Station; (l) the items identified on SCHEDULE 1.3(l); (m) rights under any contract other assets than the Real Property Lease; (n) rights to any program or programming material; (o) any trademark, trade name, service ▇▇▇▇, franchise, copyright, jingle, logo and rights listed in Section 2.2(kslogan or other intellectual property right or interest; or (p) the goodwill and value of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity Station as directed by Sellera going concern.

Excluded Assets. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, there nothing in this Agreement shall constitute or be excluded from the saleconstrued as requiring Seller to sell, conveyanceassign, assignment convey, transfer or transfer to Buyer hereunderdeliver, and the Business Assets Buyer shall not includebe entitled to purchase, assume or acquire, any right, title or interest in, to or under any property, asset, business, operation or division of Seller, or any Affiliate thereof, not expressly set forth in Section 2.1, including the following assets and properties which are hereby specifically excluded from the definition of Purchased Assets (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”"): (a) all (i) cash The right, title and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts interest of Seller and its successors, assigns and Representatives in, to and under all electrical transmission or distribution facilities (as opposed to generation facilities) or information technology and telecommunications assets of Seller or any of its Affiliates located at or forming a part of either of the Selling Subsidiaries Jointly Owned Stations (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and (iii) investment securities support equipment, as well as all permits, contracts and other short- warranties, to the extent they relate to such transmission and medium-term investments, but excluding (A) escrow monies distribution assets or information technology and funds held in trust telecommunications assets (other than funds held in trust in connection with Seller Plansthe electrical transmission facilities set forth on Schedule 2.1(d), all of which are included as Purchased Assets) (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”the "Transmission Assets"); (b) all refunds All certificates of Taxes deposit, shares of Seller stock, securities, bonds, debentures, evidences of indebtedness, and the Selling Subsidiariesinterests (other than Seller's membership interests in Conemaugh Fuels, LLC and Keystone Fuels, LLC) in partnerships and other entities; (c) all All cash (other than the Station Working Funds), cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and prepaid expenses, including such as relate to any Excluded Assets or the operation of the Purchased Assets, and any income, sales, payroll or other Tax Returns of receivables (in each case, whether held by Seller and the Selling Subsidiariesor any third party, including under any Jointly Owned Stations Operating Agreement); (d) except The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all intellectual property, including the names "Atlantic City Electric Company", "Atlantic Energy", "ACE", "Conectiv", "Pepco", "Pepco Holdings" or any derivation thereof, as expressly provided in Section 5.4well as any related or similar name, all Seller Plans or any other trade names, trademarks, service marks, corporate names and logos, or any funds held in trust in connection with such Seller Planspart, derivation, colorable imitation or combination thereof (other than "Conemaugh Generating Station" and "Keystone Generating Station"); (e) All tariffs, agreements and arrangements to which Seller or its Representatives is a party for the Seller Trademarkspurchase or sale of electric capacity or energy, or for the purchase of transmission, distribution or ancillary services; (f) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all claims against third parties, if any, relating to the Contractsownership, computer hardwarelease, stored data, computer software and documentation owned maintenance or licensed operation of any Purchased Assets by Seller prior to the Closing Date, whether accruing prior to, on or any of after the Selling Subsidiaries listed in Section 2.2(f) of Closing Date, including all claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the Seller Disclosure Letterlike, whether received as payment or credit against future Liabilities; (g) any rights All Tax refunds or benefits pursuant credits (including refunds or credits of real property Taxes paid or due with respect to any insurance policies of Seller the Jointly Owned Stations or any of related real property), which refunds or credits are with respect to periods prior to the Selling Subsidiaries (intercompanyClosing Date, self-insurance whether directly or indirectly, under the Jointly Owned Stations Operating Agreements or otherwise), regardless of when actually paid; (h) any causes of action, lawsuits, judgments, claims All employment agreements and demands of any nature personnel records of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior toand its successors, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseassigns and Representatives; (i) any governmental licensesThe minute books, permits stock transfer books, corporate seal and approvalsother corporate records of Seller and its successors, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawassigns and Representatives; (j) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all contracts, agreements, arrangements, licenses and leases of any Books and Records nature, other than the Seller's Agreements; (ik) All insurance policies relating to the extent they relate ownership, lease, maintenance or operation of the Purchased Assets; (l) All other assets and properties owned or leased by Seller or its successors, assigns and Representatives which are not used in the operation of the Jointly Owned Stations; (m) The right, title and interest of Seller and its successors, assigns and Representatives under this Agreement and the Additional Agreements; and (n) The right, title and interest of Seller and its successors, assigns and Representatives in, to the businesses and under all Emission Allowances of Seller or any of its Affiliates (other than the BusinessEmission Allowances set forth on Schedule 2.1(f), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller).

Excluded Assets. Notwithstanding anything herein to Purchaser acknowledges and agrees that the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets "Assets" shall not include, and Sellers shall retain all right, title and interest in and to, any and all of the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”"): (a) all (i) cash Sellers' corporate books and cash equivalentsrecords of internal corporate proceedings, wherever locatedtax records, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)related work papers; (b) all refunds of Taxes of Seller rights and interests in and to the Selling SubsidiariesPRIMEDIA name and any variations thereof and derivations therefrom; (c) all Tax Returns cash and cash equivalents held by or on behalf of Seller Sellers and the Selling Subsidiariesall of Sellers' bank accounts; (d) except as expressly provided all files, accounting records and internal reports and other books and records concerning the business activities of Sellers that are not related primarily to the Business, exclusive of the books, records and work papers referenced in Section 5.41.02(a); provided, all Seller Plans however, that, at Purchaser's request, Sellers shall provide copies of such files, accounting records and any funds held in trust in connection with such Seller Plansinternal reports, tax records, work papers and other books and records to Purchaser to the extent they are materially related to the Business ("Ancillary Business Records"); (e) all software, software systems, databases and database systems, whether owned, leased or licensed by Sellers, except to the Seller Trademarksextent the same is included as part of the Assets under Sections 1.01(b), (f), (j) or (m); (f) the Contractsall hardware and equipment, computer hardwarewhether owned, stored data, computer software and documentation owned leased or licensed by Seller or any of Sellers, other than the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterTransferred Equipment; (g) any rights or benefits pursuant to any all insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)maintained by Sellers; (h) any causes and all prepaid Taxes and Income Tax refunds of actionSellers, lawsuits, judgments, claims except to the extent relating solely to the Business for any period from and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following after the Closing if the same aroseDate; provided that, arise out offor purposes of this Agreement, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses"Taxes" shall mean all federal, permits state, local and approvalsforeign income, including Environmental Permitsprofits, that (i) do not exclusively relate franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to the Business or such amounts, and (ii) exclusively relate to the Business "Income Taxes" shall mean all Taxes imposed on or measured by net income or gross profits or gross receipts (but their transfer is not permitted by Law; (j) any Books excluding sales, use, value added and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Businessproperty Taxes), (ii) that Seller together with all interest, penalties and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company additions imposed with respect to such entity as directed by Seller.amounts;

Excluded Assets. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, there nothing in this Agreement shall constitute or be excluded from the saleconstrued as requiring Seller to sell, conveyanceassign, assignment convey, transfer or transfer to Buyer hereunderdeliver, and the Business Assets Buyer shall not includebe entitled to purchase, assume or acquire, any right, title or interest in, to or under any property, asset, business, operation or division of Seller, or any Affiliate thereof, not expressly set forth in Section 2.1, including the following assets and properties which are hereby specifically excluded from the definition of Purchased Assets (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash The right, title and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts interest of Seller and its successors, assigns and Representatives in, to and under all electrical transmission or distribution facilities (as opposed to generation facilities) or information technology and telecommunications assets of Seller or any of its Affiliates located at or forming a part of either of the Selling Subsidiaries Jointly Owned Stations (whether or not regarded as a “transmission” or “generation” asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and (iii) investment securities support equipment, as well as all permits, contracts and other short- warranties, to the extent they relate to such transmission and medium-term investments, but excluding (A) escrow monies distribution assets or information technology and funds held in trust telecommunications assets (other than funds held in trust in connection with Seller Plansthe electrical transmission facilities set forth on Schedule 2.1(d), all of which are included as Purchased Assets) (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, the “Cash DepositsTransmission Assets”); (b) all refunds All certificates of Taxes deposit, shares of Seller stock, securities, bonds, debentures, evidences of indebtedness, and the Selling Subsidiariesinterests (other than Seller’s membership interests in Conemaugh Fuels, LLC and Keystone Fuels, LLC) in partnerships and other entities; (c) all All cash (other than the Station Working Funds), cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and prepaid expenses, including such as relate to any Excluded Assets or the operation of the Purchased Assets, and any income, sales, payroll or other Tax Returns of receivables (in each case, whether held by Seller and the Selling Subsidiariesor any third party, including under any Jointly Owned Stations Operating Agreement); (d) except The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all intellectual property, including the names “Atlantic City Electric Company”, “Atlantic Energy”, “ACE”, “Conectiv”, “Pepco”, “Pepco Holdings” or any derivation thereof, as expressly provided in Section 5.4well as any related or similar name, all Seller Plans or any other trade names, trademarks, service marks, corporate names and logos, or any funds held in trust in connection with such Seller Planspart, derivation, colorable imitation or combination thereof (other than “Conemaugh Generating Station” and “Keystone Generating Station”); (e) All tariffs, agreements and arrangements to which Seller or its Representatives is a party for the Seller Trademarkspurchase or sale of electric capacity or energy, or for the purchase of transmission, distribution or ancillary services; (f) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all claims against third parties, if any, relating to the Contractsownership, computer hardwarelease, stored data, computer software and documentation owned maintenance or licensed operation of any Purchased Assets by Seller prior to the Closing Date, whether accruing prior to, on or any of after the Selling Subsidiaries listed in Section 2.2(f) of Closing Date, including all claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the Seller Disclosure Letterlike, whether received as payment or credit against future Liabilities; (g) any rights All Tax refunds or benefits pursuant credits (including refunds or credits of real property Taxes paid or due with respect to any insurance policies of Seller the Jointly Owned Stations or any of related real property), which refunds or credits are with respect to periods prior to the Selling Subsidiaries (intercompanyClosing Date, self-insurance whether directly or indirectly, under the Jointly Owned Stations Operating Agreements or otherwise), regardless of when actually paid; (h) any causes of action, lawsuits, judgments, claims All employment agreements and demands of any nature personnel records of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior toand its successors, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseassigns and Representatives; (i) any governmental licensesThe minute books, permits stock transfer books, corporate seal and approvalsother corporate records of Seller and its successors, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawassigns and Representatives; (j) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all contracts, agreements, arrangements, licenses and leases of any Books and Records nature, other than the Seller’s Agreements; (ik) All insurance policies relating to the extent they relate ownership, lease, maintenance or operation of the Purchased Assets; (l) All other assets and properties owned or leased by Seller or its successors, assigns and Representatives which are not used in the operation of the Jointly Owned Stations; (m) The right, title and interest of Seller and its successors, assigns and Representatives under this Agreement and the Additional Agreements; and (n) The right, title and interest of Seller and its successors, assigns and Representatives in, to the businesses and under all Emission Allowances of Seller or any of its Affiliates (other than the BusinessEmission Allowances set forth on Schedule 2.1(f), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained herein, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Station Assets shall not include, include the following assets along with all rights, title and properties interest therein (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accountsof Seller, monies in the possession including without limitation certificates of any banksdeposit, savings commercial paper, treasury bills, marketable securities, asset or money market accounts and loans all such similar accounts or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds accounts receivable or notes receivable arising in the operation of Taxes of Seller and the Selling SubsidiariesStation prior to Closing except to the extent said receivables represent payment for goods and/or services to be rendered by the Station subsequent to Closing; (c) all Tax Returns tangible and intangible personal property of Seller disposed of or consumed in the ordinary course of business of Seller between the date of this Agreement and the Selling SubsidiariesClosing; (d) except as expressly provided all Station Contracts that terminate or expire prior to Closing in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plansthe ordinary course of business of Seller; (e) Seller's name, corporate minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Seller, duplicate copies of the records of the Station, and all records not materially relating to the operation of the Station; provided, however, that to the extent Seller Trademarksmust provide records under this subsection, it may provide certified copies in lieu of original documents; (f) contracts of insurance, and all insurance proceeds or claims made thereunder except to the Contracts, computer hardware, stored data, computer software and documentation owned extent that said proceeds or licensed by Seller or any claims made arise as a result of events occurring after the Selling Subsidiaries listed in Section 2.2(f) date of the Seller Disclosure Letterthis Agreement; (g) except as provided in Section 10.3, all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any rights other employee benefit plan or benefits pursuant to any insurance policies of Seller or any of arrangement and the Selling Subsidiaries (intercompanyassets thereof, self-insurance or otherwise);if any, maintained by Seller; and (h) any causes of actionall Seller's FM towers and FM tower sites, lawsuitsall rights, judgments, claims properties and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Businessassets described on Schedule 1.2(h), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other all rights, properties and assets and rights listed not specifically described in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller1.1.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary herein, there shall be excluded from the saleAIG is not causing any Seller to convey, conveyanceassign, assignment transfer or transfer to Buyer hereunderdeliver, and the Business Assets shall no Seller is selling, conveying, assigning, transferring or delivering to Purchaser, and Purchaser is not includepurchasing or accepting from such Seller, any of such Seller’s right, title or interest in, to or under any Excluded Asset. For all purposes of and under this Agreement, the following assets and properties (such retained assets and properties being herein collectively referred to as the term “Excluded Assets”): (a) all (i) cash and cash equivalents” means collectively, wherever locatedany asset not specifically set forth in Section 1.1 hereof, including bank balances and cash and cash equivalents in bank accountsincluding, monies in the possession of any bankswithout limitation, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies all minute books, organizational documents, stock registers and funds held in trust (such other than funds held in trust in connection with Seller Plans)books and records of Sellers as pertain to ownership, organization or existence of Sellers and duplicate copies of such records as are necessary to enable Sellers to file tax returns and reports, (B) security deposits in except for the possession Transferred Intellectual Property, all Intellectual Property rights of landlordsAIG, utility companies or Governmental Authorities the Sellers and their Affiliates, (C) customer prepayments (items (A)all confidential personnel and medical records or files pertaining to any employees, including, without limitation, the Specified A.I. Credit Employees, (BD) and any documents that Sellers are required by Law to retain or that Sellers determine are necessary or advisable to retain; provided, however, that Purchaser shall have the right to make copies of any portions of such retained documents that relate to the Purchased Assets or the Assumed Liabilities; (CE) collectivelyexcept for the Transferred Intellectual Property, “Cash Deposits”); any information management systems of Sellers; (bF) documents relating to proposals to acquire all or a material portion of the Purchased Assets by Persons other than Purchaser, (G) all refunds tax returns and financial statements of Taxes of Seller Sellers and the Selling Subsidiaries; business and all records (cincluding working papers) related thereto, (H) any claim, right or interest of Sellers, as applicable, in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, (I) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4Sellers’ rights, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuitsclaims, judgmentscredits, claims and demands or rights of set off against third parties relating to or otherwise in respect of any nature of Seller Purchased Asset or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) Assumed Liability to the extent they relate arising out of events occurring prior to the businesses of Seller or any of its Affiliates Closing Date (other than the Businessany of such rights, causes of action, claims, credits, demands or rights of set-off against third parties in respect of which either Seller has exercised any remedies and for which a deficiency balance exists with respect to a Purchased Asset), (iiJ) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) all Reassumed Assets as of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased Reassumption Date and (K) all rights that accrue to AIG or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSellers under this Agreement.

Excluded Assets. Notwithstanding anything herein to the contrary, there Only those assets which are specifically identified as Purchased Assets shall be sold, conveyed, transferred, assigned or delivered to Buyer, a designated Buyer Affiliate or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ hereunder, and all other assets of SNC and CS Brazil Operating, and all assets of the other members of the Seller Group (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇), are excluded from the saletransactions contemplated by this Agreement, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, including the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash the furnishings, furniture, office equipment, computers, vehicles, tools, machinery, manufacturing equipment, movable structures and cash equivalentsfixtures, wherever locatedand other tangible personal property, including bank balances and cash and cash equivalents construction in bank accountsprogress, monies which is located on the Excluded Real Property or used or held for use primarily in the possession Carved-Out Businesses or office furniture, office equipment, computers or vehicles which are used exclusively by employees of any banksSNC who are not Transferred SNC Employees, savings and loans or trust companies and similar cash including those items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held listed in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”Schedule 2.2(a); (b) all refunds of Taxes of Seller and Inventory which is primarily used or held for use by SNC in any business, including in the Selling SubsidiariesCarved-Out Businesses, other than the Business (the “Excluded Inventory”); (c) all Tax Returns Contracts to which SNC is a party that do not relate primarily to the Business or the Purchased Assets, that are listed on Schedule 2.2(c), or to which GTI or any of Seller and its subsidiaries (other than SNC or any CS Company) is the Selling Subsidiariescontracting party (collectively, the “Excluded Contracts”); (d) except as expressly provided in Section 5.4all cash on hand, all Seller Plans cash on deposit, checks received but not yet deposited or cleared, wire transfers transmitted but not yet received, cash equivalents, certificates of deposit, and any funds marketable securities, including accrued interest thereon, held in trust in connection with such Seller Plansby or on behalf of SNC; (e) the Seller Trademarksall assets of funded pension or other funded employee benefit plans of SNC; (f) all rights or Claims of SNC to the Contractsrefund of any income or franchise Taxes (whether any such refund relates to any period or date or is received prior to, computer hardware, stored data, computer software and documentation owned on or licensed by Seller after the Closing Date) or any of other Taxes paid prior to the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterClosing; (g) any all rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompanynames and marks “UCAR”, self-insurance or otherwise)“UCAR CARBON” and “GRAFTECH”, together with all variations thereof; (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising all Equity Interests held by way of counterclaim or otherwiseSNC; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawExcluded Real Property; (j) any Books all Intellectual Property (other than Intellectual Property listed in Schedules 2.1(b)(v)(x), 2.1(b)(v)(y), 2.1(b)(vi), 2.1(b)(vii)(x) and Records 2.1(b)(vii)(y)), and all goodwill and all Claims (iincluding those for infringement, misappropriation, dilution or other violations) associated with or arising out of all Intellectual Property owned by SNC (other than Intellectual Property listed in Schedules 2.1(b)(v)(x), 2.1(b)(v)(y), 2.1(b)(vi), 2.1(b)(vii)(x) and 2.1(b)(vii)(y)) or licensed to Buyer and the Buyer Affiliates under the Technology License Agreement; (k) all rights or Claims against third parties (including insurance companies) to the extent they relate to that SNC shall have paid the businesses Loss in respect of Seller which such rights are asserted or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsClaim is made; and (kl) any other assets the assets, rights, interests and rights listed properties set forth in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSchedule 2.2(l).

Excluded Assets. Notwithstanding anything herein to the contrary, from and after the Closing, Seller and the Selling Subsidiaries shall retain all of their right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Transferred Assets shall not include, the following assets and properties of Seller, the Asset Sale Subsidiaries and, to the extent set forth on Schedule 2.2(n), the Transferred Companies (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, equivalents on hand wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, hand on the Closing Date and (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in investments on the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Closing Date; (b) except as provided in Section 5.16(e), all refunds of Taxes of Seller and to the Selling Subsidiariesextent that the Taxes being refunded were an Excluded Liability or the corresponding liability was specifically reflected in Net Debt; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all the Seller Plans and any funds held in trust in connection with such Seller PlansIntellectual Property; (e) all licensed software that is not primarily used or held for use in the Seller TrademarksBusiness or which is not freely assignable; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any those portions of the Selling Subsidiaries listed in Shared Facilities that are not included as Transferred Assets and all furniture, fixtures, furnishings, machinery, vehicles, equipment and other tangible personal property not transferred pursuant to Section 2.2(f) of the Seller Disclosure Letter2.1; (g) any rights or benefits pursuant to any of Seller’s or the Selling Subsidiaries’ insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance insurance, key man or otherwise), subject to Section 5.24; (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occurred prior to the date hereof or that occur prior to, at or following the Closing if the same arosearose or arise, arise as the case may be, out of, of or are related to, to any of the Excluded AssetsAssets or Excluded Liabilities, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits all assets and approvals, including Environmental Permits, that (i) do not exclusively relate employees used in or relating to the Business or (ii) exclusively relate to business of Seller and its Affiliates conducted by the Business but their transfer is not permitted by LawRetained Businesses at the Thai Facility; (j) any Permits issued to Seller or a Selling Subsidiary, except for those Permits which are Transferred Assets; (k) any Books and Records (i) to the extent they relate to the businesses of that Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law any applicable statute, rule, regulation or (iii) that ordinance or which relate primarily to the Excluded AssetsAssets or the Excluded Liabilities; (l) all funds, letters of credit, and amounts held in escrow or trust, including but not limited to those posted or deposited with or in favor of utility companies, other third parties or any Governmental Authority to support Seller’s or any of its Affiliates’ financial responsibility or bonding requirements under any permit, license or other governmental authorization; (m) any Seller U.S. Plan that has not been specifically assumed by Buyer pursuant to Section 5.4 and any other “employee benefit plan”(within the meaning of Section 3(3) of ERISA) maintained or contributed to by Seller or any ERISA Affiliate or for which Seller or any ERISA Affiliate is obligated to contribute; and (kn) any other those assets and rights listed in Section 2.2(kon Schedule 2.2(n) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerhereto.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there all right, title and interest of Time Warner Cable and its Affiliates in, to and under the following (collectively, the "Excluded Assets"), in each case regardless of whether related to the Transferred Systems, shall not be transferred to Holdco pursuant to the Holdco Transaction and shall be excluded retained directly or indirectly by Time Warner Cable from and after the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all Closing: (i) cash any and cash equivalentsall cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.1(b)(v)) and any payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(b)(viii); (iii) letters of credit and any stocks, wherever locatedbonds (other than surety bonds), including bank balances certificates of deposit and similar investments; (iv) any and all cash and cash equivalents in bank accounts, monies (including cash received as advance payments by subscribers in the possession ordinary course of any banks, savings business and loans held by Time Warner Cable or trust companies and similar cash items on hand, (ii) bank accounts its Affiliates as of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investmentsClosing, but excluding cash in an amount equal to the amount of cash received as (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)subscriber deposits, (B) security deposits the cash insurance and condemnation proceeds described in the possession of landlordsSection 2.1(b)(viii), utility companies or Governmental Authorities and (C) customer prepayments petty cash on-hand, if any, (items D) any cash referred to in Section 12.16, (▇) cash received as advance payments from subscribers that are not received in the ordinary course of business, (F) cash proceeds (on an effective after-tax basis as if TWE and TWE-A/N are, in each case, instead of being partnerships, stand-alone corporations) of any exercise of a Transferred System Option and (G) the Cash Amount (clauses (B) except to the extent relating to an Assumed Liability), (BD), (E), (F) and (CG), the "Excluded Transferred Cash")); (v) collectivelyany and all patents, “Cash Deposits”); (b) all refunds of Taxes of Seller copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans "Time Warner Cable" or "Road Runner" name and any funds derivations thereof (subject to Section 3.2 and excluding those items (other than those incorporating the "Time Warner" or "Road Runner" name) owned, licensed, used or held in trust for use exclusively in connection with the operation of the Transferred Systems); (vi) any and all Contracts for subscriber billing services and any equipment leased with respect to the provision of services under such Seller Plans; Contracts (esubject to Section 7.9); (vii) the Seller Trademarks; any and all Contracts relating to national advertising sales representation; (fviii) the Contracts, computer hardware, stored data, computer software any and documentation owned or licensed by Seller all agreements with Road Runner Holdco LLC or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; other Internet service provider; (gix) any rights or benefits and all Contracts pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller which Time Warner Cable or any of its Affiliates procures goods or services for both the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 7.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of Time Warner Cable or any of its Affiliates for borrowed money; (xii) the assets described on Schedule 2.1(c); (xiii) any surplus inventory in excess of amounts of inventory held consistent with Time Warner Cable Retained Cable Systems practice; (xiv) any and all Authorizations of Governmental Authorities to provide telephony service held, directly or indirectly, by Time Warner Cable or any of its Affiliates; (xv) any and all assets relating to the Time Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books of original entry, general ledgers, and financial records used in connection with the Transferred Systems; (xvii) any assets of the type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be excluded from the definition of "Excluded Assets" pursuant to clause (iv) above and such cash amount is not otherwise transferred to Holdco in the Holdco Transaction); provided, that Time Warner Cable shall, at Comcast Subsidiary's request and expense, provide copies of, or information contained in, such books, records and ledgers referred to in clause (xvi) above (other than the Business)information pertaining to programming agreements that are not Transferred System-specific programming or, (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kextent necessary to protect the legitimate legal, business and/or confidentiality concerns of Time Warner Cable but taking into account Holdco's and Comcast Subsidiary's need for such information, other information that is competitively sensitive, is subject to confidentiality restrictions or that contains trade secrets or other sensitive information) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To to the extent any Excluded Asset is owned, leased reasonably requested by Holdco or licensed by an Acquired Company or Comcast Subsidiary after the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there shall be excluded from the saleall right, conveyancetitle and interest of Time Warner Cable and its Affiliates in, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, under the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all ), in each case regardless of whether related to the Transferred Systems, shall not be transferred to Holdco pursuant to the Holdco Transaction and shall be retained directly or indirectly by Time Warner Cable from and after the Closing: (i) cash any and cash equivalentsall cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.1(c)(v)) and any payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(c)(viii); (iii) letters of credit and any stocks, wherever locatedbonds (other than surety bonds), including bank balances certificates of deposit and similar investments; (iv) any and all cash and cash equivalents in bank accounts, monies (including cash received as advance payments by subscribers in the possession ordinary course of any banks, savings business and loans held by Time Warner Cable or trust companies and similar cash items on hand, (ii) bank accounts its Affiliates as of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investmentsClosing Time, but excluding cash in an amount equal to the amount of cash received as (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)subscriber deposits, (B) security deposits the cash insurance and condemnation proceeds described in the possession of landlordsSection 2.1(c)(viii), utility companies or Governmental Authorities and (C) customer prepayments ▇▇▇▇▇ cash on-hand, if any, (items D) any cash referred to in Section 12.16, (E) cash received as advance payments from subscribers that are not received in the ordinary course of business, (F) cash proceeds (on an effective after-tax basis as if TWE and TWE-A/N are, in each case, instead of being partnerships, stand alone corporations) of any exercise of a Transferred System Option and (G) the Cash Amount (clauses (B) (except to the extent relating to an Assumed Liability), (BD), (E), (F) and (C) collectivelyG), the “Cash DepositsExcluded Transferred Cash”); ); (bv) any and all refunds of Taxes of Seller patents, copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans “Time Warner Cable” or “Road Runner” name and any funds derivations thereof (subject to Section 3.2 and excluding those items (other than those incorporating the “Time Warner” or “Road Runner” name) owned, licensed, used or held in trust for use exclusively in connection with the operation of the Transferred Systems); (vi) any and all Contracts for subscriber billing services and any equipment leased with respect to the provision of services under such Seller Plans; Contracts (esubject to Section 7.9); (vii) the Seller Trademarks; any and all Contracts relating to national advertising sales representation; (fviii) the Contracts, computer hardware, stored data, computer software any and documentation owned or licensed by Seller all agreements with Road Runner Holdco LLC or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; other Internet service provider; (gix) any rights or benefits and all Contracts pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller which Time Warner Cable or any of its Affiliates procures goods or services for both the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 7.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of Time Warner Cable or any of its Affiliates for borrowed money; (xii) the assets described on Schedule 2.1(d); (xiii) any surplus inventory in excess of amounts of inventory held consistent with Specified Division practice; (xiv) any and all Authorizations of Governmental Authorities to provide telephony service held, directly or indirectly, by Time Warner Cable or any of its Affiliates; (xv) any and all assets relating to the Time Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books of original entry, general ledgers, and financial records used in connection with the Transferred Systems; (xvii) any assets of the type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be excluded from the definition of “Excluded Assets” pursuant to clause (iv) above and such cash amount is not otherwise transferred to Holdco in the Holdco Transaction); provided, that Time Warner Cable shall, at Comcast Subsidiary’s request and expense, provide copies of, or information contained in, such books, records and ledgers referred to in clause (xvi) above (other than the Business)information pertaining to programming agreements that are not Transferred System-specific programming or, (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kextent necessary to protect the legitimate legal, business and/or confidentiality concerns of Time Warner Cable but taking into account Holdco’s and Comcast Subsidiary’s need for such information, other information that is competitively sensitive, is subject to confidentiality restrictions or that contains trade secrets or other sensitive information) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To to the extent any Excluded Asset is owned, leased reasonably requested by Holdco or licensed by an Acquired Company or Comcast Subsidiary after the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrary, there There shall be excluded from the saleAcquired Assets to be sold, conveyanceassigned, assignment or transfer transferred, conveyed and delivered to the Buyer hereunder, and to the Business Assets extent in existence on the Closing Date, there shall not includebe retained by the Company (collectively, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in All assets primarily relating to the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Company's protein solutions business; (b) all refunds All books, minutes and general corporate records of Taxes of Seller and the Selling SubsidiariesCompany not solely relating to the Acquired Assets or the Business; (c) all Tax Returns All books and records that the Company or any of Seller and the Selling Subsidiariesits Affiliates is required to retain pursuant to any statute, rule, regulation or ordinance; (d) except as expressly provided All claims, choses in Section 5.4action and rights of action by the Company or any of its Affiliates against third parties, all Seller Plans including but not limited to tax, insurance and other claims for refunds against governmental agencies or other entities, rebates, refunds, prepaid discounts, allowances or other monies or consideration received by the Company or any funds held in trust in connection with such Seller Plansof its Affiliates, other than those primarily relating to the Acquired Assets or the Assumed Liabilities; (e) All intercompany accounts receivable from the Seller TrademarksCompany or any of its Affiliates set forth on Schedule 2.2(e); (f) All cash, cash equivalents, notes, loans receivable, and securities, investments of every nature of the ContractsCompany relating to the Business, wherever located, including, without limitation, at the Piscataway Facility, in accounts, lock boxes and other similar accounts, whether maintained at a bank, savings and loan or other similar financial institution; (g) All raw materials, component parts, work-in-progress and finished goods inventory listed or described on Schedule 2.2(g); (h) The Company's rights under a royalty-free, perpetual license agreement between the Company and the Buyer relating to the Orchestrator Software, such license to include access to the source code and related documentation for such Orchestrator Software, and all licensed software and computer hardware, stored data, computer software and computer software documentation owned listed or licensed by Seller or any of described on Schedule 2.2(h) and all rights the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseCompany may have with respect thereto; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawThe Piscataway Facility Lease; (j) any Books All prepaid rents and Records (i) expenses relating to the extent they relate to the businesses of Seller or any of its Affiliates Piscataway Facility; (other than the Businessk) The assets, properties, contracts, agreements and rights listed in Schedule 2.2(k), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kl) The shares of capital stock of any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSubsidiaries other than Rheometric Japan.

Excluded Assets. Notwithstanding anything herein to Buyer expressly understands and agrees that the contrary, there following assets and properties of Seller (the "Excluded Assets") shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Purchased Assets”):: (a) all (i) cash the Purchase Price and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts other rights of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)under this Agreement; (b) all refunds of Taxes of Seller Seller's corporate minute book and the Selling Subsidiariesstock records; (c) all Tax Returns the lesser of Seller $300,000 or the actual amount of Seller’s cash and the Selling Subsidiariescash equivalents on hand and in banks; (d) except the oldest of Seller’s accounts, notes and other receivables (or collections with respect to such receivables) as expressly provided of the Closing Date, up to an amount that is equal to $300,000 less the amount of cash and cash equivalents excluded pursuant to section 2.02(c); and, in Section 5.4addition, all Seller Plans and any funds held in trust in connection with such Seller Plansreceivables from those customers that are designated as Excluded Assets; (e) all insurance policies and all proceeds thereof, other than proceeds that relate to any claims for damage to or destruction of the Seller TrademarksPurchased Assets from the date of this Agreement until the Closing Date; (f) Seller’s ownership interest in Invoice IQ, LLC and all software technology developed by Invoice IQ or its co-founder, ▇▇▇▇ Pitches, that relates to the ContractsInvoice IQ business; provided, computer hardwarehowever, stored data, computer software and documentation owned or licensed by Seller or that to the extent any of such software technology relates to or is Used in the Selling Subsidiaries listed Business, Buyer shall be granted a non-exclusive, fully-paid license to use, modify, enhance, copy, license and sublicense such software (including but not limited to Invoice IQ) in Section 2.2(f) of the Seller Disclosure Letter;both source code and object code form, on terms acceptable to Buyer, in its reasonable discretion. (g) any rights Real Property or benefits pursuant to any insurance policies of Seller or any of leases for Real Property other than the Selling Subsidiaries (intercompany, self-insurance or otherwise)Office Lease; (h) any causes Seller’s lease of actionits office space in at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, lawsuits▇▇▇▇▇ ▇▇▇, judgments▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, claims and demands of any nature of Seller or the Selling Subsidiaries together with all contents therein, other than such contents as are used in connection with that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any portion of the Excluded Assets, whether arising by way of counterclaim or otherwiseBusiness that is not conducted principally at that location); (i) any governmental licenses, permits the agreement between Seller and approvals, including Environmental Permits, that (i) do not exclusively relate Blue Mile Networks pursuant to the Business or (ii) exclusively relate which Seller provides CDR analysis services to the Business but their transfer is not permitted by LawBlue Mile Networks; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that agreement between Seller and its Affiliates are required to retain Telwares, Inc pursuant to which Seller provides subcontractor services to Level3; (k) the subcontractor agreement between Seller and Third Law Consulting, LLC pursuant to which Seller provides sourcing services to FairPoint Communications; (l) any purchased assets sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (iiim) that relate primarily All fixtures, furniture, equipment, office supplies and software (subject, however, to Section 2.02(f) above) located in Seller’s Virginia office on the Excluded Assetsdate of this Agreement; and (kn) any other assets Seller’s domain names, domain name registrations, web sites and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To content therein, as well as the extent any Excluded Asset is owned, leased or licensed Carrier CDR Audit routines used by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerRetained Operation.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, include the following assets and properties (such retained assets and properties being whether or not included in Option Assets) (herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents in bank accounts, monies in the possession (including any marketable securities or certificates of any banks, savings and loans or trust companies and similar cash items on hand, (iideposit) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Option Party; (b) all refunds of Taxes All claims, rights and interests of Seller or Parent or Option Party, as applicable, in and to any refunds for federal, state or local franchise, income or other Taxes or fees of any nature whatsoever for periods prior to the Selling SubsidiariesClosing Date; (c) all Tax Returns Any rights, claims or causes of action of Seller or Parent or Option Party, as applicable, against third parties relating to the assets, properties, business or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent and only to the Selling Subsidiariesextent any such claims relate to the Purchased Assets; (d) except as expressly provided in Section 5.4All bonds held, all Seller Plans contracts or policies of insurance and any funds held in trust in connection prepaid insurance with respect to such Seller Planscontracts or policies; (e) Seller’s and Option Party’s minute books, stock transfer books, records relating to formation, Tax returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Seller TrademarksPurchased Assets) and any books and records (including computer programs) relating primarily to a business of Belo, Option Party or any of their Affiliates unrelated to the Business or the Station; (f) All records prepared in connection with the Contracts, computer hardware, stored data, computer software and documentation owned sale or licensed by Seller or any transfer of the Selling Subsidiaries listed in Section 2.2(f) of Station, including bids received from others and analyses relating to the Seller Disclosure LetterStation and the Purchased Assets; (g) any rights The contracts, agreements or benefits pursuant to any insurance policies understandings of Seller or Option Party listed in Schedule 3.17 and designated on such Schedule as a “Contract Not Assumed” and any contract, agreement or understanding listed in Schedule 3.17 which has expired prior to the Closing Date and any contracts, agreements or understandings between or among Seller, Option Party and any Affiliates of Seller or Option Party relating to the Selling Subsidiaries (intercompany, self-insurance or otherwise)Station and the Purchased Assets unless listed in Schedule 3.17 as an “Assumed Contract”; (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the The items designated in Schedule 2.2 as “Excluded Assets, whether arising by way of counterclaim or otherwise”; (i) Any trade name, trademarks, service marks, domain names or logos using or incorporating the names “Belo”, “Gannett”, “Sander” or any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business variation or (ii) exclusively relate to the Business but their transfer is not permitted by Lawderivative thereof; (j) any Books All records and Records documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (ik) to the extent they relate to the businesses All of Seller’s, Belo’s, Parent’s, Option Party’s or their Affiliates’ employee benefit agreements, plans or arrangements (including, without limitation, all Employee Plans); (l) Any intercompany receivable of Seller or Option Party from any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsAffiliates; and (km) any other assets and Any rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is ownedor payment due to Seller, leased Option Party or licensed by an Acquired Company Parent under or pursuant to this Agreement or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerother agreements with Buyer contemplated hereby.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary herein, there all of the Company's right, title and interest in all of the following properties, assets and other rights (collectively, the "Excluded Assets") shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):: (a) all (i) cash the corporate books and cash equivalents, wherever locatedrecords of the Company, including bank balances minute books and cash stock ledgers, and cash equivalents in bank accounts, monies copies of business records included in the possession Assets acquired by Purchaser that are reasonably required by the Company or any Affiliate or stockholder of the Company in order to permit the Company or any banks, savings and loans of its Affiliates or trust companies and similar cash items on hand, (ii) bank accounts of Seller and stockholders to prepare any Tax return or other filing or report to be made after the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Closing Date; (b) all refunds the Excluded Names and any trademarks, service marks or trade names incorporating any of Taxes of Seller and the Selling SubsidiariesExcluded Names; (c) all Tax Returns shares of Seller and the Selling Subsidiariesstock in KOZ inc.; (d) except as expressly provided in Section 5.4any of the properties, all Seller Plans and any funds held in trust in connection with such Seller Plansassets or other rights of the Maine Media Business; (e) the Seller TrademarksCorporate Office Lease and all furniture, fixtures, equipment, office materials and supplies, vehicles and other assets located at the Corporate Office or exclusively used by or relating to the Corporate Office or Corporate Office Employees including, without limitation, all notes receivable of the Corporate Office (none of which arise from the sale of television advertising); (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any all rights of the Selling Subsidiaries listed in Section 2.2(f) Company under this Agreement, the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, the Seller Disclosure LetterMaine Media Purchase Agreement, the Contribution Agreement, the Adjustment Escrow Agreement and the Security Escrow Agreement; (g) any rights or benefits pursuant to any insurance policies cash, bank accounts, cash equivalents and other similar types of Seller or any investments, certificates of the Selling Subsidiaries (intercompanydeposit, self-insurance or otherwise)U.S. Treasury bills and other marketable securities; (h) any causes of actionall insurance policies, lawsuitsprograms, judgments, claims reserves and demands related bonds of any nature nature; any dividends payable in respect thereof; and any insurance proceeds or claims that are compensation for the loss of Seller an Excluded Asset or for the Selling Subsidiaries loss of an asset that arose has been repaired or arise or relate replaced (other than in violation of this Agreement) prior to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseDate; (i) any governmental licensesall properties, permits and approvals, including Environmental Permits, that (i) do not exclusively relate assets or other rights sold by the Company prior to the Business or (ii) exclusively relate to the Business but their transfer is not Closing Date as permitted by Law;Section 5.1 hereof; and (j) all claims, judgments and other rights of any Books and Records nature to the extent related to (i) to the extent they relate to the businesses of Seller items set forth in clauses (a) through (i) above or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.)

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Assets shall not include, include any of the following assets and items or properties of Seller (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”):"), all of which shall be retained by Seller at the Closing: (a) all All of Seller's tangible and intangible assets and properties as of the Closing Date used principally in connection with Seller's (i) cash structured cable business, (ii) long distance reseller business (iii) the repair and warranty business located in New Jersey; and (iv) Kure Associates, Inc. cabling business. (b) Cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents interests in bank accounts, monies accounts and securities excluding cash received after the date of the Closing Balance Sheet in respect of accounts receivable included in the possession of any banksDefinitive Net Assets Value, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiarieswhich shall be paid to Buyer; (c) all Tax Returns Such of Seller Seller's tangible and intangible assets and properties as of the Selling Subsidiaries;Closing which are set forth on Schedule 2.2(a); --------------- (d) except as expressly provided in Section 5.4The Omaha, all Seller Plans Nebraska facility leased by Parent and any funds held in trust in connection with such Seller Planspartially used by Seller, located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Sioux City, Iowa facility currently leased by Seller, located at ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇; (e) Subject to Section 9.7 hereof all books and records of Seller other than books and records relating to the Seller Trademarksconduct of the Business (it being understood that, without limitation, Seller's federal and state tax documentation and work papers, corporate minute books, stock ledger, general books of account and books of original entry that comprise Seller's permanent accounting or tax records constitute Excluded Assets); and, for avoidance of doubt, it is hereby agreed that those books and records possession of which is transferred to Buyer at the Closing are Assets, and those books and records possession of which is not transferred to Buyer at the Closing are Excluded Assets; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any The intercompany accounts receivable of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterSeller; (g) any rights or benefits pursuant to any insurance policies of Seller or any Any interest of the Selling Subsidiaries (intercompany, self-insurance or otherwise);Seller in Boston Computer Exchange Corporation; and (h) any causes of actionAny rights to information contained in the Web sites registered with the domain names listed on Schedule 2.1, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are other than information related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets Purchaser shall not includeacquire any right, title or interest in, to or under any of the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all any component of working capital (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in except to the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”extent constituting a Purchased Asset); (b) all refunds any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Taxes of Seller and the Selling Subsidiariesindebtedness issued or guaranteed by any Governmental Authority; (c) all Tax Returns of Seller and the Selling Subsidiariesany Accounts Receivable; (d) except as expressly provided in Section 5.4any Contracts of Seller or the Divesting Entities, all Seller Plans and any funds held in trust in connection with such Seller Plansor rights therein or thereunder, other than the Transferred Contracts; (e) any licenses, permits, registrations, certificates or other authorizations, consents, clearances or approvals of the Seller Trademarksand its Affiliates, other than the Transferred Governmental Authorizations; (f) any losses, loss carryforwards, credits, credit carryforwards and other Tax attributes, all deposits or advance payments with respect to Taxes, and any claims, rights, and interest in and to any refund, credit or reduction of Taxes; (g) (i) the Contractscorporate books and records of Seller and its Affiliates that are not Business Books and Records, computer hardware(ii) all personnel records, stored data(iii) any attorney work product, computer software attorney-client communications and documentation owned other items protected by attorney-client or licensed similar privilege, (iv) Tax Returns, Tax information, and Tax records not solely related to the Business or the Purchased Assets, and (v) any documents that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of the Selling Subsidiaries listed its Affiliates in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)connection therewith; (h) any causes current and prior insurance policies of action, lawsuits, judgments, claims Seller and demands its Affiliates and all rights of any nature of Seller or the Selling Subsidiaries that arose or arise or relate with respect thereto, including all insurance recoveries thereunder and rights to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, assert claims with respect to any of the Excluded Assets, whether arising by way of counterclaim or otherwisesuch insurance recoveries; (i) any governmental licensesIntellectual Property of the Seller or its Affiliates, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to other than the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawTransferred IP Rights; (j) any Books real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and Records (i) to the extent they relate to the businesses credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability; (l) any tools, molds and equipment used in the manufacture or packaging of the Products; (m) any inventories related to the Products, other than the Business)Inventories; (n) all employees of Seller, any Divesting Entity or any of their Affiliates; (iio) any rights that could be construed to interfere with, hinder or compromise Seller’s ability to institute or maintain any claim, action, suit or proceeding against a third party for infringement of patents owned or licensed by Seller and or its Affiliates, including patents being licensed or sub-licensed to Purchaser by Seller; (p) any other assets, properties or rights (including Intellectual Property) of Seller or any of its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to other than the Excluded Purchased Assets; and (kq) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerProduct.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in Section 2.1(a), there shall be excluded from Purchaser will not purchase, assume or otherwise acquire any assets of the saleHSBC Sellers or any of their respective Affiliates that are not expressly included in the Purchased Assets (collectively, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash ), including, by way of example only, the following assets, properties, rights, Contracts and cash equivalentsclaims, wherever located, whether tangible or intangible, real, personal or mixed: (1) all assets, properties, rights, Contracts and claims, including bank balances Loans and cash extensions of credit in process, wherever located, whether tangible or intangible, real, personal or mixed, primarily related to the Retained Businesses; (2) other than the Real Property Leases and cash equivalents in bank accountsATM Real Property Leases, monies in all leases, subleases, licenses or other Contracts pursuant to which the possession HSBC Sellers or any of their respective Affiliates leases, subleases or licenses real property; (3) all Nonperforming Loans and Loans to Retained Employees; (4) the Excluded Contracts; (5) all assets related to employee benefit arrangements of any banksHSBC Seller or Assignor or any of their respective Affiliates, savings including the Employee Plans; (6) all Intellectual Property of the HSBC Sellers and loans their respective Affiliates, including all right, title and interest in and to all proprietary or trust companies licensed software, systems or programs or computer software agreements of the HSBC Sellers and similar cash items their respective Affiliates, including any rights (ownership, licensed or otherwise) to any of the HSBC Entity Names and any other Trademarks of the HSBC Sellers or their respective Affiliates, including those identified on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”Schedule 2.1(b)(6); (b7) all refunds of Taxes of Seller books, records and other data that cannot, without unreasonable effort or expense, be separated from books and records maintained by the Selling SubsidiariesHSBC Sellers or their respective Affiliates in connection with the Retained Businesses or to the extent that such books, records and other data relate to Excluded Assets, Excluded Liabilities or Business Employees or Affiliated Employees who do not become Transferred Business Employees, and all personnel files and records; provided that, to the extent permitted under, and in accordance with, Section 7.1(b), Assignor shall use commercially reasonable efforts to cause the HSBC Sellers to provide Purchaser with access to any such books, records and other data for which the above-referenced separation would cause the HSBC Sellers to incur unreasonable effort or expense; (c) 8) all Tax Returns of Seller licenses, charters, and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any legal entities of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights HSBC Sellers or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetsrespective Affiliates; and (k9) any other assets all Credit Card Accounts and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerReceivables.

Excluded Assets. Notwithstanding anything herein contained in Section 2.1 hereof to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall do not include, include any of the following assets and properties (such retained assets and properties being herein collectively referred to collectively as the “"Excluded Assets”"): (a) all (i) cash the names and cash equivalents, wherever locatedmarks "ICF" and "ICF Kaiser" and any name or ▇▇▇▇ derived from or including the foregoing, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans all corporate symbols or trust companies and similar cash items on hand, (ii) bank accounts of Seller logos incorporating "ICF" or "ICF Kaiser" and the Selling Subsidiaries other intellectual property and intellectual property rights described on Schedule 2.2 (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”"Excluded Intellectual Property"); (b) all refunds cash and cash equivalents and similar type investments, such as certificates of Taxes of Seller deposit, treasury bills and the Selling Subsidiariesother marketable securities; (c) all Tax Returns notes and accounts receivable of Seller and the Selling SubsidiariesBusiness Entities, whether billed or unbilled, other than the Transferred Unbilled Receivables; (d) except as expressly provided all books and records relating to or used in Section 5.4, all the business of Seller Plans and any funds held in trust in connection with such Seller Plansnot specific to the Business; (e) all insurance policies maintained by the Seller TrademarksBusiness Entities and all rights of action, lawsuits, claims and demands, rights of recovery and set- off, and proceeds, under or with respect to such insurance policies, except (i) as described in Section 2.1(n) and (ii) for the policies listed on Schedule 2.1(n); (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any all rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller with respect to the Excluded Assets or Excluded Liabilities; (g) all rights, title and interest of Seller the Business Entities in and to prepaid Taxes with respect to the Business, the Assets, or the Selling Transferred Subsidiaries that arose and any claims for any refund, credit, rebate or arise abatement with respect to Taxes of the Business for any period or relate to events that occur prior to, at or following portion thereof through the Closing if Date; (h) the same aroseright to occupy premises used by the Business, arise out of, or are related to, any of except to the Excluded Assets, whether arising extent contemplated by way of counterclaim or otherwisethe real property leases listed on Schedule 4.11(b) and by the Space and Services Agreement; (i) any governmental licenses, permits the Excess SGS Advances and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by LawGovernment Contract Retained Amounts; (j) any Books and Records (iall real property leases of the Business not listed on Schedule 4.11(b) or subject to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller Space and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsServices Agreement; and (k) any other assets and rights the assets, if any, listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Selleron Schedule 2.2.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Acquired Assets shall not include, include any of the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalentsequivalents or similar investments, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession commercial paper, certificates of any banksdeposit, savings Treasury bills and loans or trust companies and similar cash items on hand, other marketable securities; (ii) bank accounts of Seller and the Selling Subsidiaries and assets, properties or rights listed on, or arising under any Contracts that are not Assigned Contracts; (iii) investment securities rights to insurance claims, related refunds and other short- proceeds to the extent arising from or related to the Excluded Assets and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Excluded Liabilities; (biv) all rights which accrue or will accrue to the benefit of the Sellers under this Agreement or the Ancillary Agreements; (v) rights relating to refunds or recoupment of Taxes of Seller and the Selling SubsidiariesSellers, including rights under any legal or administrative proceedings relating thereto, whether or not yet commenced; (cvi) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4actions, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contractsclaims, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuitsrights of recovery, judgments, claims choses in action and demands rights of setoff of any nature of Seller kind arising before, on or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following after the Closing if relating to the same arose, arise out of, items set forth above or are related to, to any of the Excluded Assets, whether arising by way of counterclaim or otherwiseLiabilities; (ivii) any governmental licensesbooks, permits records, accounts, ledgers, files, documents, correspondence, studies, reports and approvals, including Environmental Permits, that (i) do not exclusively relate other printed or written materials to the Business or (ii) exclusively relate extent not related to the Business but their transfer is not permitted by LawBusiness, Acquired Assets or Buyer Liabilities; (jviii) any Books and Records (i) to Intellectual Property of the extent they relate to the businesses of Seller Sellers or any of its Affiliates (their respective Subsidiaries other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsPCTV Intellectual Property; and (kix) any other assets assets, properties and rights items listed in Section 2.2(kon Schedule 1.1(b) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerhereto.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, Seller and the Seller Entities shall retain all of their existing right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer Transfer to Buyer hereunder, and the Business Transferred Assets shall not include, include the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) subject to the assignment of insurance proceeds to Buyer pursuant to Section 5.3, all (i) cash insurance policies and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts binders of Seller and the Selling Subsidiaries Seller Entities, and (iii) investment securities all rights of action, lawsuits, benefits, claims, demands, rights of recovery and other short- set-off, and medium-term investmentsproceeds, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection under or with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)respect to such insurance policies; (b) all refunds of Taxes of Seller [REDACTED] the Ting Front-End Technology and the Selling SubsidiariesTing Back-End Technology; (c) all Tax Returns claims, causes of Seller action and enforcement rights of any kind, all rights to ▇▇▇ for infringement of all Transferred Intellectual Property and to collect and retain any and all damages, costs, profits, injunctive relief and other remedies for or relating to any such infringement of the Selling SubsidiariesTransferred Intellectual Property or any and all claims relating thereto, in each case to the extent such infringement occurred prior the Closing; (d) except as expressly provided in Section 5.4all Excluded Books and Records, all Seller Plans and any funds held in trust in connection with such Seller Planswherever located; (e) the all Tax assets (including duty and tax refunds and prepayments) of Seller Trademarksor any Seller Entity; (f) the Contracts, computer hardware, stored data, computer software all employees and documentation owned or licensed by Seller or independent contractors and all rights in connection with any assets of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterBenefit Plans and related trusts or other funding vehicles; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)all Intracompany Receivables; (h) all Actions available to or being pursued by Seller or any causes of actionSeller Entity to the extent related to the Transferred Assets, lawsuitsthe Assumed Liabilities or the ownership, judgmentsuse, claims and demands function or value of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded AssetsTransferred Asset, whether arising by way of counterclaim or otherwise, whether known or unknown, absolute or contingent, matured or unmatured, determined or undeterminable, in each case to the extent related to matters that occurred prior to the Effective Date; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business shares or (ii) exclusively relate to the Business but their transfer is not permitted by Lawother equity interests in any Person or any securities of any Person; (j) any Books and Records (i) all Commingled Contracts, subject to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsSection 5.12; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerall Cash.

Excluded Assets. Notwithstanding anything herein to Purchaser acknowledges and agrees that the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets “Assets” shall not include, and Seller shall retain all right, title and interest in and to, any and all of the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash Seller’s corporate books and cash equivalentsrecords of internal corporate proceedings, wherever locatedtax records, including bank balances work papers and cash books and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)records; (b) all refunds of Taxes of Seller rights and interests in and to the Selling SubsidiariesPRIMEDIA name and any variations thereof and derivations therefrom; (c) all Tax Returns cash and cash equivalents held by or on behalf of Seller and the Selling Subsidiariesall of Seller’s bank accounts; (d) except as expressly provided in Section 5.4all files, accounting records and internal reports relating to the business activities of Seller (but not relating solely to the Business); provided, however, that Purchaser may obtain copies of all Seller Plans such files, records and any funds held in trust in connection with such Seller Plansreports to the extent they are directly related to the Business; (e) the Seller Trademarksall software, software systems, databases and database systems listed on Schedule 1.02(e); (f) the Contractsall hardware and equipment, computer hardwarewhether owned, stored data, computer software and documentation owned leased or licensed by Seller or any of not located at the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterTexas Property; (g) any rights all hardware and equipment, whether owned, leased or benefits pursuant to any insurance policies of licensed by Seller or any of located at the Selling Subsidiaries (intercompany, self-insurance or otherwiseTexas Property and listed on Schedule 1.02(g); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising all insurance policies maintained by way of counterclaim or otherwiseSeller; (i) any governmental licensesand all prepaid Taxes and Income Tax refunds of Seller, permits and approvalsexcept to the extent relating solely to the Business for any period on or after the Closing Date; provided that, including Environmental Permitsfor purposes of this Agreement, that (i) do not exclusively relate “Tax” or “Taxes” shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to the Business or such amounts, and (ii) exclusively relate to the Business “Income Taxes” shall mean all Taxes imposed on or measured by net income or gross profits or gross receipts (but their transfer is not permitted by Law; (j) any Books excluding sales, use, value added and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Businessproperty Taxes), (ii) that Seller together with all interest, penalties and its Affiliates are required additions imposed with respect to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetssuch amounts; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary provided for in this Agreement, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, in no event include the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):following: (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies All of the Inventory which has been transferred or consumed by Seller prior to the Closing in the possession ordinary course of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts the conduct of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection Business consistent with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)past practice; (b) all refunds of Taxes of Seller The words and the Selling Subsidiariesname "Texas Instruments Incorporated" and "TI", and Seller's related monograms, logos, trademarks, trade names, or any variations or combinations thereof; (c) all Tax Returns United States and foreign patents, trademarks, service marks, trade names, copyrights, technology, know-how, processes, trade secret rights, and claims or interests to or in any of Seller and the Selling Subsidiariesforegoing, except to the extent included in the Purchased Assets; (d) except as expressly provided Cash and cash equivalents (other than the deposits and prepayments specifically described in Section 5.41.1(d)), all Seller Plans and any funds held including marketable securities (on hand or in trust in connection with such Seller Plansbank accounts); (e) the Seller TrademarksAll contracts of insurance; (f) the ContractsAll owned real property, computer hardwareoptions to acquire real property, stored data, computer software real estate leases and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterleasehold improvements; (g) any rights or benefits pursuant Seller's interest in and to any insurance policies of Seller or any of the Selling Subsidiaries (intercompanyall telephone, self-insurance or otherwise)telex and telephone facsimile numbers and other directory listings; (h) Seller's corporate seal, minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Seller, duplicate copies of such records included in or relating to the Purchased Assets or to the operation or operations of the Business as are necessary to enable Seller to file its tax returns and reports, and any causes of action, lawsuits, judgments, claims other records or materials relating to Seller generally and demands of any nature of Seller not involving or relating to the Purchased Assets or the Selling Subsidiaries that arose operation or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any operations of the Excluded Assets, whether arising by way of counterclaim or otherwise;Business; and (i) any governmental licensesThe inventory required to complete the manufacture and/or assembly of laser units and the finished goods inventory, permits prepaid assets and approvals, including Environmental Permits, that (i) do not exclusively relate open purchase orders of the Business in each case relating to the Business or (ii) exclusively relate to microWriter products, the Business but their transfer is not permitted by Law; (j) any Books microLaser 600 products, the microLaser Pro products and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) microLaser Win/4 products as of the Seller Disclosure Letter. To Closing Date (collectively, the extent any "Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerInventory").

Excluded Assets. Notwithstanding It is expressly understood and agreed that, notwithstanding anything herein to the contrarycontrary set forth in this Agreement or in any Ancillary Agreement, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Acquired Assets shall not includeinclude the Asset Sellers’ right, title or interest in or to any of the following assets and properties (such retained assets and properties being herein collectively referred to as the each, an “Excluded AssetsAsset”): (a) all (i) cash except for any AS&O Business IP, any assets (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in other tangible personal property) set forth on Section 2.1(c)(i) of the possession of any banks, savings and loans or trust companies and similar cash items on hand, Disclosure Schedule; (ii) bank accounts except for any AS&O Business IP and as described in Section 2.1(b)(xviii), all assets of Seller the AS&O Business, including Inventory, that are located at a facility that will be retained by Integer or any of its subsidiaries after the completion of the transactions contemplated hereby and that are used (or held for use) by the Selling Subsidiaries and Asset Sellers primarily for the purpose of manufacturing the products to be sold under the terms of the AS&O Product Supply Agreement; (iii) investment securities except for any AS&O Business IP, all assets, including Equipment and other short- Inventory, property or rights that are located at a facility that will be retained by Integer or any of its subsidiaries after the completion of the transactions contemplated hereby and medium-term investmentsthat are used (or held for use) by the Asset Sellers primarily for purposes of designing, but excluding developing, manufacturing or marketing those certain advanced surgical and orthopedic products listed on Section 10.3(a)(ii) to the Disclosure Schedule, and any accounts receivable relating thereto or arising therefrom (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash DepositsExcluded AS&O Assets”); (biv) except for any Equity Interests held by any Asset Seller (which are being sold to Buyer pursuant to Section 2.1(a)), the shares or other equity interests of any subsidiaries of any of the Asset Sellers; (v) any intercompany receivables that do not relate to the AS&O Business; (vi) all cash and cash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills and other marketable securities; (vii) the contracts and agreements listed on Section 2.1(c)(vii) of the Disclosure Schedule; (viii) except as set forth in Section 10.13, all insurance policies and all rights of the Asset Sellers to insurance claims, related refunds and proceeds thereunder; (ix) the rights which accrue or will accrue to GB Ltd., the Equity Interest Sellers or the Asset Sellers under this Agreement; (x) all refunds of Taxes of Seller and relating to all periods ending on or prior to the Selling SubsidiariesClosing Date determined pursuant to Section 9.2; (cxi) all Tax Returns of Seller AS&O Business Benefit Plans (other than the Acquired Company Benefit Plans) and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4all assets, including all Seller Plans insurance policies and any funds held in trust in connection with contracts, relating to such Seller AS&O Business Benefit Plans; (exii) all personnel and employment records, other than such personnel and employment records that relate to the Seller Trademarks; New Buyer Employees (f) to the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller extent the same (or any portions thereof) may be assigned or transferred without violation of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwiseLaw); (hxiii) any except for an AS&O Business IP, all Intellectual Property used (or held for use) by the Asset Sellers primarily in connection with the manufacture and sale of the components to be sold by GB Ltd. and its Affiliates under the terms of the Pricing Letter Agreement; and (xiv) all actions, claims, causes of action, lawsuitsrights of recovery, judgments, claims choses in action and demands rights of setoff of any nature of Seller kind arising before, on or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following after the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) Date to the extent they relate relating to the businesses of Seller items set forth above in this Section 2.1(c) or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerLiabilities.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Purchased Assets shall not includeinclude any of Seller's right, title or interest in or to the following assets and properties of Seller (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”"EXCLUDED ASSETS"): (a) all (i) cash and any cash, cash equivalents, wherever locatedmarketable securities, including bank balances money orders, promissory notes, undeposited and cash and cash equivalents in uncollected checks, undeposited food stamps, bank accounts, monies in certificates of deposit, Treasury bills or any instruments for the possession payment of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)money; (b) all refunds any assets of Taxes any Benefit Plan and any rights under any Benefit Plan or any agreement relating to employee benefits, employment or compensation of Seller and the Selling Subsidiariesor its employees; (c) all Tax Returns Claims that Seller may have against any Governmental Entity for refund or credit of Seller and any type with respect to Taxes accrued with respect to periods ending on or prior to the Selling SubsidiariesClosing Date (including, without limitation, any sales tax refund); (d) except as expressly provided in Section 5.4all accounts receivables, all Seller Plans and any funds held in trust in connection with such Seller Plansincluding, but not limited to, refunds of insurance premiums (the "ACCOUNTS RECEIVABLE"); (e) the Seller Trademarksall Sales-in-Transit; (f) the Contractsexcept as otherwise provided in this Agreement, computer hardwareany of Seller's right, stored datatitle or interest in or to any of Seller's packaging designs or trade dresses, computer software and documentation owned any derivatives or licensed by Seller combinations thereof, any patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, or any franchises, licenses, processes, formulae, inventions or royalties related to any of Seller's private label brands, including, without limitation, the Selling Subsidiaries listed in Section 2.2(f) of name or logos or any component, not used primarily with the Seller Disclosure LetterValu-Bilt Business; (g) except as otherwise provided in this Agreement, any rights of Seller's books, records, files or benefits pursuant to any insurance policies of Seller papers, whether in hard copy or computer format, including, without limitation, management information systems or software, engineering information, sales and promotion literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know how, specifications, designs, drawings, processes and quality control data, if any, or any of other intangible property and applications for the Selling Subsidiaries (intercompany, self-insurance or otherwise)same; (h) except as otherwise provided in this Agreement, any causes of action, lawsuits, judgments, claims and demands of any nature signs or personal property which contain the name (or trade derivative thereof) or logo of Seller or its Affiliates, including all uniforms supplied to Seller's employees, not used primarily with the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseValu-Bilt Business; (i) except as otherwise provided in this Agreement, trademarks, trade names, and similar intangibles including any governmental licensesright to use or interest in the name of Seller, permits and approvalsor any other subsidiary, including Environmental PermitsAffiliate or division of Seller, that (i) do not exclusively relate or any similar name or intangible registered or licensed to any of the Business foregoing, or (ii) exclusively relate to the Business but their transfer is not permitted any tradenames used by LawSeller; (j) any Books Seller's corporate seal, minute books, stock record books, corporate charter documents, qualifications to conduct business as foreign corporations, arrangements with registered agents relating to foreign qualifications, taxpayer and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller identification numbers and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; andblank stock certificates; (k) any other assets letters of credit issued to Seller; (l) any rights of Seller to recovery of money or property as preferences, fraudulent conveyances or the like under the provisions of Sections 544, 547, 548, 549 and rights listed in Section 2.2(k) 550 of the Seller Disclosure Letter. To Bankruptcy Code; and (m) any other of Seller's assets not related to the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerValu-Bilt Business.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, there shall be all right, title and interest of Seller in and to any assets not primarily or exclusively used in the operation of the Business including all right, title and interest of Seller in and to the following assets (collectively, the "Excluded Assets") are excluded from the sale, conveyance, assignment or transfer to Buyer hereunderPurchased Assets, and are to be retained by Seller as of the Business Assets shall not includeClosing, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):including: (a) all (i) cash and cash equivalentsIntellectual Property created, wherever located, including bank balances and cash and cash equivalents licensed or used by Seller in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)its DAS Business; (b) all refunds cash, cash equivalents, investments and marketable securities, except to the extent constituting a customer deposit or prepaid expense of Taxes of Seller and the Selling SubsidiariesBusiness referred to in Section 2.1(j); (c) all Tax Returns any bank or brokerage accounts of Seller and the Selling SubsidiariesSeller; (d) except as expressly provided in Section 5.4, all Seller Plans deposits and any funds held in trust in connection with such Seller Plansprepaid expenses not related primarily or exclusively to the Business; (e) Seller's corporate seals, certificate of incorporation, bylaws, minute books, stock records, tax returns, financial and tax records and similar corporate records having to do with the Seller Trademarkscorporate organization of Seller; (f) the Contracts, computer hardware, stored data, computer software all of Seller's rights and documentation owned or licensed by Seller or interest under any of the Selling Subsidiaries insurance policy including any amounts receivable thereunder; (g) those assets and Contracts listed in Section 2.2(f2.2(g) of the Seller Disclosure Letter; (g) Schedule, including any rights inter-company receivables or benefits pursuant to other inter-company assets and any insurance policies of Seller or any of assets and Contracts and Tangible Personal Property specified in the Selling Subsidiaries (intercompany, self-insurance or otherwise)Transition Services Agreement; (h) any causes of actionthe MPX Software and all assets related to the MPX Software and the MPX Business, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseincluding in each case all Intellectual Property rights; (i) any governmental licensesall personnel records and other records that Seller is required by law to retain in its possession, permits and approvals, including Environmental Permits, it being understood that (i) do not exclusively relate Buyer shall be entitled to a copy of said records when requested to the Business or (ii) exclusively relate extent that the Seller is legally permitted to the Business but their transfer is not permitted by Lawprovide copies of such records to Buyer; (j) any Books all claims for refund of Taxes and Records other governmental charges of whatever nature; (ik) to the extent they relate to the businesses Excluded Intellectual Property; (l) all rights in connection with and assets of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsPlans; and (km) all rights of Seller under this Agreement or any other assets and rights listed in Section 2.2(k) of the Ancillary Agreements to which Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellera party.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there in no event shall Contributor be excluded from the saledeemed to sell, conveyancetransfer, assignment assign, convey or transfer to Buyer hereunderdeliver, and the Business Assets Contributor shall retain all right, title and interest in and to all other properties, rights, interests and other assets of Contributor that are not includePurchased Coins, including the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in all bank accounts, monies and all deposits or prepaid or deferred charges and expenses that have been prepaid by Contributor, and any retainers or similar amounts paid to Advisors or other professional service providers, in the possession of any bankseach case, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Purchased Coins; (b) all refunds contracts of Taxes of Seller and the Selling SubsidiariesContributor; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided documents, in Section 5.4each case, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they are primarily used in, or primarily relate to the businesses of Seller or to, any of its Affiliates the Excluded Assets or Excluded Liabilities (other than including information stored on the Businesscomputer systems, data networks or servers of Contributor), (ii) to the extent that Seller such documents constitute Contributor’s financial accounting documents, all minute books, organizational documents, stock registers and its Affiliates are required such other books and records of Contributor to retain pursuant the extent pertaining to Law the ownership, organization or existence of Contributor, Tax Returns (and any related work papers), corporate seals, checkbooks, and canceled checks or (iii) that relate primarily Contributor is required by Law to retain; (d) all current and prior insurance policies of Contributor, including for the Excluded Assetsavoidance or doubt all director and officer insurance policies, and all rights and benefits of any nature of Contributor with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (e) all equity interests of Contributor or securities convertible into, exchangeable, or exercisable for any such equity interests; (f) Contributor’s claims or other rights under this Agreement or the Transaction Documents, including the Closing Consideration; (g) any claims of Contributor for any Tax refunds accrued prior to Closing or any recoveries under any insurance policies that are paid out prior to Closing; (h) Contributor’s accounts receivable, and other amounts or Liabilities owing to Contributor; and (ki) any other assets employees, employee benefit plans of Contributor and rights listed in Section 2.2(k) any personnel records relating to employees of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerContributor.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there shall nothing in this Agreement will constitute or be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the Purchased Assets, but which are hereby specifically excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, sale and the Business definition of Purchased Assets shall not include, herein (the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents Except as expressly identified in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller PlansSchedule 2.1(c), the electrical transmission or distribution facilities (Bas opposed to generation facilities) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates located at the Sites or forming part of the Plants (other than the Businesswhether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to the extent they relate to such transmission and distribution assets (iicollectively, the "Transmission Assets"), and those certain assets, facilities and agreements all as identified on Schedule 2.2(a) that attached hereto; (b) Certain revenue meters and remote testing units, drainage pipes and systems, as identified in the Easement Agreement; (c) Certificates of deposit, shares of stock (except as provided in Section 2.1(n) with respect to the York Haven Stock), securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities; (d) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other tax receivables; (e) The rights of Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) names "Jersey "Central Power & Light Company", "JCP&L", "Metropolitan Edison Company", "Met-Ed", "Pennsylvania Electric Company", "Penelec", "GPU", "GPU Energy", "GPU Generation", "GPU Nuclear", "GPU Service" and "GPU Genco" or any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent related or similar trade names, trademarks, service marks, corporate names or logos, or any Excluded Asset is ownedpart, leased derivative or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.combination thereof;

Excluded Assets. Notwithstanding anything herein to the contraryNo assets, there rights, Licenses, contracts or other property of Seller shall be excluded from sold, conveyed, assigned, transferred or delivered to Buyers, other than the sale, conveyance, assignment or transfer to Buyer hereunderTransferred Assets, and the Business such Transferred Assets specifically shall not include, include any of the following assets and properties assets, rights, Licenses, Contracts or other property of Seller (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash personnel and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession employment records of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)related to persons employed at Gila River Power Station; (b) all refunds of Taxes rights of Seller and its Affiliates to (i) the Selling Subsidiariesname “Entegra” and any and all other trade names, trademarks, service marks, corporate names, domain names or logos, or any part, derivative or combination thereof used by Seller and/or its Affiliates and names similar thereto and (ii) the domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, the web site and web pages located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any subdomain of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and, except for the Transferred Intellectual Property, all Intellectual Property contained therein or embodied thereby; (c) all Tax Returns any cash, cash equivalent items, accounts receivable, deposits and pre-paid expenses (to the extent an adjustment to the Initial Purchase Price is not made in respect of such deposits and pre-paid expenses pursuant to Section 2.6), including checking accounts, bank accounts, certificates of deposit and securities or interests of Seller and its Affiliates (other than the Selling SubsidiariesGBOC Interest); (d) except as expressly provided in Section 5.4originals of any minute books, all records, or financial statements of Seller Plans and any funds held in trust in connection with such Seller Plansor its Affiliates; (e) all claims, counterclaims, cross-claims, offsets or defenses, causes of action, choses in action, recoveries, judgments and similar rights in favor of or for the benefit of Seller Trademarkssolely to the extent relating to any Excluded Assets or Excluded Liabilities; (f) the Contractsall intercompany receivables, computer hardwarepayables, stored data, computer software and documentation owned or licensed by loans between Seller or and any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterits Affiliates; (g) any rights Intellectual Property owned, licensed or benefits pursuant to any insurance policies of used by Seller or any of other than the Selling Subsidiaries (intercompany, self-insurance or otherwise)Transferred Intellectual Property; (h) any causes and all of action, lawsuits, judgments, claims and demands of any nature of Seller Seller’s rights arising under or the Selling Subsidiaries that arose or arise or relate to events that occur prior with respect to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise;: (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or Gila River Power Station other than the Transferred Assets; (ii) exclusively relate to the Business but their transfer is not permitted by Lawemployment Contracts, if any; (jiii) collective bargaining agreements, if any; (iv) any Books and Records (i) to the extent they relate to the businesses Contracts of Seller or any Affiliate of its Affiliates Seller, other than Contracts included among the Transferred Assets; (v) any License of Seller or any Affiliate of Seller, other than the BusinessTransferred Licenses; (vi) any refund of Taxes or right thereto that were paid by or on behalf of Seller; (vii) any spare parts inventory and any asset, property, right, License or Contract that is specifically identified in Schedule 2.2(h)(vii); (viii) any amounts received by, (ii) that or credited to, Seller and its Affiliates are required to retain pursuant to Law any pending lawsuits or other proceedings involving Seller that do not involve the Transferred Assets or are otherwise set forth in Schedule 2.2(h)(viii); (iiiix) that relate primarily to any Major Maintenance Spare Parts; (x) any interest in real property owned by Seller other than the Excluded AssetsPower Block 3 Site, the Common Property and the rights granted under the Amended and Restated Reciprocal Easement Agreement and the Pipeline Interest; and (kxi) subject to Section 6.4, any proceeds of business interruption or other assets and rights listed in Section 2.2(k) insurance maintained by or on behalf of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunderSeller will retain, and the Business Assets shall Buyer will not includepurchase, any of the following assets and properties of Seller (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”):"), all of which shall remain the exclusive property of Seller, free and clear of any claim of Buyer except as provided for herein: (a) all (i) cash and cash equivalents, wherever located, including bank balances and equivalents except for such amount of cash and cash equivalents in bank accounts, monies in as is necessary to satisfy Seller's liability for Electronic Application Liabilities (the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”"Embark Cash"); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (gii) any rights under any leases, licenses (including software licenses), contracts, agreements or benefits pursuant commitments to any insurance policies of which Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwiseis a party that are not set forth on Schedule 2.1(xiii); (hiii) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller refund or the Selling Subsidiaries that arose or arise or relate credit (a) related to events that occur Taxes paid prior to, at or following to the Closing if the same aroseDate, arise out ofwhether such refund is received as a payment or as a credit against future Taxes payable, or are related to(b) arising under any Assumed Contracts and relating to a period before the Closing Date; (iv) notwithstanding anything to the contrary in Section 2.1(xvi), any of Seller's certificate of incorporation (or other similar organizational documents), corporate seal, minute books and other corporate books, and any of Seller's Business Information relating to stockholder and optionee matters, equity and debt financing matters, mergers and acquisition matters, personnel and human resources matters (excluding matters relating to the Excluded Assets, whether arising by way of counterclaim or otherwiseNew Hires) and litigation; (iv) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawlaptop computers listed on Schedule 2.2(v); (jvi) any Books and Records security deposits under the lease associated with 111 Tow▇▇▇▇▇; (ivii) to obligations under the extent they relate to promissory notes from employees listed on Schedule 2.2(vii) in the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetsamounts set forth therein; and (kviii) any other assets and claims or rights listed in Section 2.2(k) of the Seller Disclosure Letter. To against third parties to the extent any such claims relate to the Excluded Asset is owned, leased or licensed by an Acquired Company Assets or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerExcluded Liabilities.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there shall be excluded from the saleall right, conveyancetitle and interest of Time Warner Cable and its Affiliates in, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, under the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all ), in each case regardless of whether related to the Transferred Systems, shall not be transferred to Holdco pursuant to the Holdco Transaction and shall be retained directly or indirectly by Time Warner Cable from and after the Closing: (i) cash any and cash equivalentsall cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.1(b)(v)) and any payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(b)(viii); (iii) letters of credit and any stocks, wherever locatedbonds (other than surety bonds), including bank balances certificates of deposit and similar investments; (iv) any and all cash and cash equivalents in bank accounts, monies (including cash received as advance payments by subscribers in the possession ordinary course of any banks, savings business and loans held by Time Warner Cable or trust companies and similar cash items on hand, (ii) bank accounts its Affiliates as of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investmentsClosing, but excluding cash in an amount equal to the amount of cash received as (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)subscriber deposits, (B) security deposits the cash insurance and condemnation proceeds described in the possession of landlordsSection 2.1(b)(viii), utility companies or Governmental Authorities and (C) customer prepayments ▇▇▇▇▇ cash on-hand, if any, (items D) any cash referred to in Section 23 12.16, (E) cash received as advance payments from subscribers that are not received in the ordinary course of business, (F) cash proceeds (on an effective after-tax basis as if TWE and TWE-A/N are, in each case, instead of being partnerships, stand-alone corporations) of any exercise of a Transferred System Option and (G) the Cash Amount (clauses (B) except to the extent relating to an Assumed Liability), (BD), (E), (F) and (C) collectivelyG), the “Cash DepositsExcluded Transferred Cash”); ); (bv) any and all refunds of Taxes of Seller patents, copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans “Time Warner Cable” or “Road Runner” name and any funds derivations thereof (subject to Section 3.2 and excluding those items (other than those incorporating the “Time Warner” or “Road Runner” name) owned, licensed, used or held in trust for use exclusively in connection with the operation of the Transferred Systems); (vi) any and all Contracts for subscriber billing services and any equipment leased with respect to the provision of services under such Seller Plans; Contracts (esubject to Section 7.9); (vii) the Seller Trademarks; any and all Contracts relating to national advertising sales representation; (fviii) the Contracts, computer hardware, stored data, computer software any and documentation owned or licensed by Seller all agreements with Road Runner Holdco LLC or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; other Internet service provider; (gix) any rights or benefits and all Contracts pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller which Time Warner Cable or any of its Affiliates procures goods or services for both the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 7.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of Time Warner Cable or any of its Affiliates for borrowed money; (xii) the assets described on Schedule 2.1(c); (xiii) any surplus inventory in excess of amounts of inventory held consistent with Time Warner Cable Retained Cable Systems practice; (xiv) any and all Authorizations of Governmental Authorities to provide telephony service held, directly or indirectly, by Time Warner Cable or any of its Affiliates; (xv) any and all assets relating to the Time Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books of original entry, general ledgers, and financial records used in connection with the Transferred Systems; (xvii) any assets of the type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be excluded from the definition of “Excluded Assets” pursuant to clause (iv) above and such cash amount is not otherwise transferred to Holdco in the Holdco Transaction); provided, that Time Warner Cable shall, at Comcast Subsidiary’s request and expense, provide copies of, or information contained in, such books, records and ledgers referred to in clause (xvi) above (other than the Business)information pertaining to programming agreements that are not Transferred System-specific programming or, (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kextent necessary to protect the legitimate legal, business and/or confidentiality concerns of Time Warner Cable but taking into account Holdco’s and Comcast Subsidiary’s need for such information, other information that is competitively sensitive, is subject to confidentiality restrictions or that contains trade secrets or other sensitive information) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To to the extent any Excluded Asset is owned, leased reasonably requested by Holdco or licensed by an Acquired Company or Comcast Subsidiary after the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.Closing Date. 24

Excluded Assets. Notwithstanding anything herein to the contrary, The parties agree that there shall be excluded from the sale, conveyance, assignment or transfer Assets the following which are not being sold to Buyer hereunder, and pursuant to this Agreement (the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash on hand and cash equivalentson deposit of Seller, wherever located, including bank balances and cash and cash equivalents except as set forth in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Section 1.4 hereof; (b) all refunds of Taxes accounts payable of Seller ("Accounts Payable") (i) as of the close of business on the day immediately preceding the Closing (as defined herein) and (ii) attributable to the Selling Subsidiariesoperation of the Business prior to the Closing Date (as defined herein); (c) all Tax Returns of Seller Seller's accounts receivable and other rights to payment of money and all rights in and to any returned, reclaimed and repossessed goods, together with all rights, claims, counterclaims, titles, securities, security interests, liens and guaranties evidencing, securing, guaranteeing payment of, relating to or otherwise with respect to such accounts receivable and all rights, including any rights to recoupment, recovery, reclamation and resale to the Selling Subsidiaries;extent they exist prior to the Closing (the "Accounts Receivable"). (d) except as expressly all trip tickets for services performed prior to the Closing; provided in Section 5.4, all Seller Plans and any funds held in trust in connection with Buyer shall upon prior reasonable notice have access to such Seller Plans;after closing for legitimate business reasons. (e) all contracts and contractual rights and obligations of Seller (whether oral or in writing) which are not related to the Seller Trademarks;Customer Accounts, the Assets and/or the Business or which the parties have agreed to exclude as more specifically set forth on Schedule 1.2(d) hereto; and (f) the Contracts, computer hardware, stored data, computer software and documentation owned all employment or licensed consulting agreements to which Seller is a party or by which Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter;is bound. (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries all computer hardware, software, office equipment and related information, technology assets (intercompany, self-insurance or otherwiseincluding licenses) listed on Schedule 1.2(g); (h) any causes of actionall minute books, lawsuits, judgments, claims stock records and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisecorporate seals; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawall fuel receipts; (j) any Books all insurance policies and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; andrights thereunder; (k) all personnel records and other records that Seller is required by law to retain in its possession; (l) all claims for refund of taxes of any kind and nature and other governmental charges of whatever nature; (m) all rights in connection with and assets of any employee benefit plans of Seller; (n) all rights to indemnity from third parties under contracts or at law or in equity arising out of acts, omissions and events occurring preclosing; (o) all rights of Seller under this Agreement and any agreements executed in connection herewith; (p) any items listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Selleron Schedule 1.2(p).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there shall be excluded from the saleall right, conveyancetitle and interest of TWE and its Affiliates in, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, under the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all ), in each case regardless of whether related to the Transferred Systems, shall not be transferred to Holdco pursuant to the Holdco Transaction and shall be retained directly or indirectly by TWE from and after the Closing: (i) cash any and cash equivalentsall cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.1(b)(v)) and any payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(b)(viii); (iii) letters of credit and any stocks, wherever locatedbonds (other than surety bonds), including bank balances certificates of deposit and similar investments; (iv) any and all cash and cash equivalents in bank accounts, monies (including cash received as advance payments by subscribers in the possession ordinary course of any banks, savings business and loans held by TWE or trust companies and similar cash items on hand, (ii) bank accounts its Affiliates as of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investmentsClosing Time, but excluding cash in an amount equal to the amount of cash received as (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)subscriber deposits, (B) security deposits the cash insurance and condemnation proceeds described in the possession of landlordsSection 2.1(b)(viii), utility companies or Governmental Authorities and (C) customer prepayments ▇▇▇▇▇ cash on-hand, if any, (items D) any cash referred to in Section 13.16, (E) cash received as advance payments from subscribers that are not received in the ordinary course of business, (F) cash proceeds (on an effective after-tax basis as if TWE and TWE-A/N are, in each case, stand-alone corporations) of any exercise of a Transferred System Option and (G) the Cash Amount (clauses (B) (except to the extent relating to an Assumed Liability), (BD), (E), (F) and (CG), the “Excluded Transferred Cash”)); (v) collectivelyany and all patents, copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the “Time Warner Entertainment”, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans Time Warner Cable” or “Road Runner” name and any funds derivations thereof (subject to Section 3.2 and excluding those items (other than those incorporating the “Time Warner Entertainment”, “Time Warner Cable” or “Road Runner” name) owned, licensed, used or held in trust for use exclusively in connection with the operation of the Transferred Systems); (vi) any and all Contracts for subscriber billing services and any equipment leased with respect to the provision of services under such Seller Plans; Contracts (esubject to Section 7.9); (vii) the Seller Trademarks; any and all Contracts relating to national advertising sales representation; (fviii) the Contracts, computer hardware, stored data, computer software any and documentation owned or licensed by Seller all agreements with Road Runner Holdco LLC or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; other Internet service provider; (gix) any rights or benefits and all Contracts pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller which TWE or any of its Affiliates procures goods or services for both the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 7.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of TWE or any of its Affiliates for borrowed money; (xii) the assets described on Schedule 2.1(c); (xiii) any surplus inventory in excess of amounts of inventory held consistent with TWE Retained Cable Systems practice; (xiv) any and all Authorizations of Governmental Authorities to provide telephony service held, directly or indirectly, by TWE or any of its Affiliates; (xv) any and all assets relating to the Time Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books 22 of original entry, general ledgers, and financial records used in connection with the Transferred Systems; (xvii) any assets of the type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be excluded from the definition of “Excluded Assets” pursuant to clause (iv) above and such cash amount is not otherwise transferred to Holdco in the Holdco Transaction); provided, that TWE shall, at Comcast Subsidiary’s request and expense, provide copies of, or information contained in, such books, records and ledgers referred to in clause (xvi) above (other than the Business)information pertaining to programming agreements that are not Transferred System-specific programming or, (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kextent necessary to protect the legitimate legal, business and/or confidentiality concerns of TWE but taking into account Holdco’s and Comcast Subsidiary’s need for such information, other information that is competitively sensitive, is subject to confidentiality restrictions or that contains trade secrets or other sensitive information) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To to the extent any Excluded Asset is owned, leased reasonably requested by Holdco or licensed by an Acquired Company or Comcast Subsidiary after the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrarycontrary set forth herein, there all right, title and interest of Time Warner Cable and its Affiliates in, to and under the following (collectively, the "Excluded Assets"), in each case regardless of whether related to the Transferred Systems, shall not be transferred to Holdco pursuant to the Holdco Transaction and shall be excluded retained directly or indirectly by Time Warner Cable from and after the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all Closing: (i) cash any and cash equivalentsall cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.1(c)(v)) and any payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(c)(viii); (iii) letters of credit and any stocks, wherever locatedbonds (other than surety bonds), including bank balances certificates of deposit and similar investments; (iv) any and all cash and cash equivalents in bank accounts, monies (including cash received as advance payments by subscribers in the possession ordinary course of any banks, savings business and loans held by Time Warner Cable or trust companies and similar cash items on hand, (ii) bank accounts its Affiliates as of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investmentsClosing Time, but excluding cash in an amount equal to the amount of cash received as (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)subscriber deposits, (B) security deposits the cash insurance and condemnation proceeds described in the possession of landlordsSection 2.1(c)(viii), utility companies or Governmental Authorities and (C) customer prepayments ▇▇▇▇▇ cash on-hand, if any, (items D) any cash referred to in Section 12.16, (AE) cash received as advance payments from subscribers that are not received in the ordinary course of business, (F) cash proceeds (on an effective after-tax basis as if TWE is instead of being a partnership, stand alone corporation) of any exercise of a Transferred System Option and (G) the Cash Amount (clauses (B) (except to the extent relating to an Assumed Liability), (BD), (E), (F) and (CG), the "Excluded Transferred Cash")); (v) collectivelyany and all patents, “Cash Deposits”); (b) all refunds of Taxes of Seller copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans "Time Warner Cable" or "Road Runner" name and any funds derivations thereof (subject to Section 3.2 and excluding those items (other than those incorporating the "Time Warner" or "Road Runner" name) owned, licensed, used or held in trust for use exclusively in connection with the operation of the Transferred Systems); (vi) any and all Contracts for subscriber billing services and any equipment leased with respect to the provision of services under such Seller Plans; Contracts (esubject to Section 7.9); (vii) the Seller Trademarks; any and all Contracts relating to national advertising sales representation; (fviii) the Contracts, computer hardware, stored data, computer software any and documentation owned or licensed by Seller all agreements with Road Runner Holdco LLC or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; other Internet service provider; (gix) any rights or benefits and all Contracts pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller which Time Warner Cable or any of its Affiliates procures goods or services for both the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 7.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of Time Warner Cable or any of its Affiliates for borrowed money; (xii) the assets described on Schedule 2.1(d); (xiii) any surplus inventory in excess of amounts of inventory held consistent with Specified Division practice (or, in the case of the Monroe cable systems, Time Warner Cable Retained Cable System practice); (xiv) any and all Authorizations of Governmental Authorities to provide telephony service held, directly or indirectly, by Time Warner Cable or any of its Affiliates; (xv) any and all assets relating to the Time Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books of original entry, general ledgers, and financial records used in connection with the Transferred Systems; (xvii) any assets of the type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be excluded from the definition of "Excluded Assets" pursuant to clause (iv) above and such cash amount is not otherwise transferred to Holdco in the Holdco Transaction); provided, that Time Warner Cable shall, at Comcast Subsidiary's request and expense, provide copies of, or information contained in, such books, records and ledgers referred to in clause (xvi) above (other than the Business)information pertaining to programming agreements that are not Transferred System-specific programming or, (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (kextent necessary to protect the legitimate legal, business and/or confidentiality concerns of Time Warner Cable but taking into account Holdco's and Comcast Subsidiary's need for such information, other information that is competitively sensitive, is subject to confidentiality restrictions or that contains trade secrets or other sensitive information) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To to the extent any Excluded Asset is owned, leased reasonably requested by Holdco or licensed by an Acquired Company or Comcast Subsidiary after the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerClosing Date.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Assets shall not include, include the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash, cash equivalents and cash equivalentsitems of any kind whatsoever, wherever locatedcertificates of deposit, including money market instruments, bank balances balances, and cash rights in and cash equivalents in to bank accounts, monies in the possession of any banks, savings Treasury bills and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment marketable securities and other short- and mediumsecurities of LIN-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Texas; (b) all refunds contracts of Taxes of Seller insurance and insurance plans and the Selling Subsidiariesassets thereof, promissory notes, amounts due from employees, bonds, letters of credit, or other similar items, and any cash surrender value in regard thereto; (c) all Tax Returns tangible personal property disposed of Seller or consumed in the ordinary course of the business of LIN-Texas, and in compliance with this Agreement, between the Agreement Date and the Selling SubsidiariesClosing Date; (d) except as expressly provided in Section 5.4, claims of LIN-Texas with respect to transactions and events occurring prior to the Closing Date and all Seller Plans claims for refunds of monies paid to any governmental agency and any funds held in trust in connection with such Seller Plansall claims for copyright royalties for broadcast prior to the Closing Date; (e) Contracts that are not Assumed Contracts, including those listed on SCHEDULE 2.2(e) (the Seller Trademarks"Excluded Contracts"); (f) LIN-Texas's partnership records and other books and records that pertain to internal partnership matters of LIN-Texas and LIN-Texas's account books of original entry with respect to the ContractsStation and all original accounts, computer hardwarechecks, stored datapayment records, computer software Tax records and documentation owned or licensed by Seller or any other similar books, records and information of LIN-Texas relating to LIN-Texas's operation of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterStation's Business and any other Assets prior to Closing; (g) any rights of LIN-Texas's proprietary information, technical information and data, maps, computer discs and tapes, relating generally to the business and operation of television stations owned (other than the Station) or benefits pursuant to any insurance policies of Seller operated by LIN-Texas or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise);Affiliate thereof; and (h) any causes other assets of actionLIN-Texas not related to the conduct and operation of the Station's Business, lawsuits, judgments, claims and demands of any nature of Seller including LIN-Texas's membership interest in Station Venture Holdings LLC or the Selling Subsidiaries that arose assets used or arise or relate to events that occur prior to, at or following useful in connection with the Closing if the same arose, arise out of, or are related to, any operation of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerKXAN.

Excluded Assets. Notwithstanding anything herein to The "EXCLUDED ASSETS," which will be retained by Seller, will consist of the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): following: (a) all programming contracts, retransmission consent agreements and pole attachment agreements (iexcept for those set forth on SCHEDULE 3); (b) contracts regarding any aspect of the receipt and delivery of internet services, telephony or digital programming (except for those set forth on SCHEDULE 3); (c) insurance policies and rights and claims thereunder (except as otherwise provided in Section 7.8.1); (d) bonds, letters of credit, surety instruments and other similar items; (e) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; ; (f) the ContractsSeller's trademarks, computer hardwaretrade names, stored dataservice marks, computer software service names, logos and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in similar proprietary rights (subject to Buyer's rights under Section 2.2(f) of the Seller Disclosure Letter; 7.12); (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); subscriber billing contracts and related equipment; (h) Seller's Plans as defined in 5.14.2 and any causes cash, reserve, trust or funding arrangement held or set aside for the payment of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; benefits; (i) any governmental licensesemployment, permits and approvalscompensation, including Environmental Permitsbonus, that (i) do not exclusively relate to the Business deferred compensation, consulting, agency or (ii) exclusively relate to the Business but their transfer is not permitted by Law; management agreements; (j) account books of original entry, general ledgers, financial records and personnel files and records used in connection with the System; provided that copies of any Books such personnel files will be made available to Buyer for a period of three years from the Closing Date upon reasonable request by Buyer accompanied by a waiver and Records release from the employee whose records are sought in form and substance reasonably satisfactory to Seller; (ik) corporate books and records related to internal corporate matters and financial relationships with Seller's lenders and its Affiliates; (l) advertising sales agency or representation contracts providing any Third Party or Seller Affiliate the right to sell available advertising time for any System (except for those set forth on SCHEDULE 3); (m) Seller's rights under any agreement governing or evidencing an obligation of Seller for borrowed money; (n) Seller's rights under any contract, license, authorization, agreement or commitment other than those creating or evidencing Assumed Liabilities; (o) any of Seller's claims, rights or interest in and to any refunds for federal, state or local franchise, income or other taxes or fees for periods prior to the extent they relate Closing Date, including fees paid to the businesses of U.S. Copyright Office or to any programmers, or any choses in action relating to such refunds; (p) any contracts, agreements or other arrangements between Seller or and any of its Affiliates Affiliates, including any rights to receive fees or services; and (other than q) the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerdescribed on SCHEDULE 13.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not includeinclude any asset or property of Seller, CNS or DCS of every kind and description (wherever located, real, personal or mixed, tangible or intangible) that is not a Purchased Asset, including the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents in bank accounts(including any marketable securities or certificates of deposit) of Seller, monies in the possession of any banks, savings and loans CNS or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)DCS; (b) all refunds All investments (including stock of Taxes CNS and DCS), tangible assets, intangible assets, and operations of Seller and Seller, CNS or DCS not related to the Selling SubsidiariesBusiness; (c) All advertising contracts for sports arenas and other public venues, and all Tax Returns of Seller tickets and the Selling Subsidiariesrights to use suites at various sports venues; (d) except as expressly provided All claims, rights and interests of Seller, CNS or DCS in and to any refunds for any Tax for which Seller, CNS or DCS is liable pursuant to Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans7.1; (e) Any rights, claims or causes of action of Seller, CNS or DCS against third Persons relating to the Seller Trademarksassets, properties, business or operations of the Business arising out of transactions occurring prior to the Closing Date; (f) the ContractsAll bonds held, computer hardware, stored data, computer software contracts or policies of insurance and documentation owned prepaid insurance with respect to such contracts or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterpolicies; (g) Each of Seller’s, CNS’ and DCS’ corporate seal, corporate minute books, stock record books, corporate records relating to the organization, maintenance and existence of each of Seller, CNS, and DCS as corporations, corporate Tax Returns and related documents and supporting work papers and any rights or benefits pursuant to any insurance policies of Seller or any of other records and Tax Returns, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Selling Subsidiaries (intercompany, self-insurance or otherwisePurchased Assets); (h) any causes of actionThe contracts, lawsuits, judgments, claims and demands of any nature agreements or understandings of Seller listed in Schedule 3.16 and designated on such Schedule as a “Contract Not Assumed” and any contract, agreement or the Selling Subsidiaries that arose understanding listed on Schedule 3.16 which has expired according to its terms (and not due to a breach or arise or relate default hereunder) prior to events that occur prior to, at or following the Closing if Date (including but not limited to the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseEmployment Agreements); (i) All of Seller, CNS and DCS’s rights and claims pursuant to this Agreement and any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to other agreement or document entered into by Seller in connection with the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawtransactions contemplated hereby; (j) any Books Seller, CNS and Records DCS’s rights, claims or causes of action against third Persons which might arise in connection with the discharge by Seller, CNS or DCS of the Excluded Liabilities; (ik) All records and documents relating to Excluded Assets or liabilities other than Assumed Liabilities; (l) All of Seller, CNS or DCS’s Employee Plans, other than those assets transferred from the Seller, CNS or DCS’s FSAs to the extent they relate Buyer’s FSAs pursuant to the businesses Section 7.2(i); (m) Any rights of Seller or payment due to Seller, CNS or DCS or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain under or pursuant to Law this Agreement or (iii) that relate primarily to the Excluded Assetsother agreements with Buyer contemplated hereby; and (kn) any Any machinery, equipment, furniture and other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset personal property that is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellernot a Purchased Asset.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Purchased Assets shall not include, include the following assets and properties of Seller (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):), which Seller shall specifically retain: (a) all (i) cash Seller’s corporate minute book, stock records, warrant records, stock option grant records and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)corporate seal; (b) all refunds of Taxes of Seller and the Selling Subsidiariescash on hand; (c) all Tax Returns of Seller's rights relating to any insurance policy or insurance contract (except as and to the extent provided in Section 1.2(ii) hereof) maintained by Seller to the extent not accepted by and the Selling Subsidiariesassigned to Buyer; (d) except as expressly provided the Lease between Seller and Acaso Investments, LLC regarding the facility (“Building”) located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ in Section 5.4Camarillo, all Seller Plans and any funds held in trust in connection with such Seller PlansCalifornia (the “Building Lease”); (e) all leasehold improvements, selected office and conference room furniture, fixtures and equipment, manufacturing equipment (including, without limitation the Seller Trademarksoverhead crane and overhead fans), office supplies, laptop and desk top computers and servers, and telephone and telecommunications equipment and systems located at the Building used by the Chief Executive Officer, Chief Financial Officer and controller of Kreido but excluding the AutoCad computer, printer, engineering data and AutoCad software which shall be part of the Purchased Assets; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterfeedstock inventory; (g) any rights or benefits pursuant to any insurance policies of Seller or any receivables of the Selling Subsidiaries (intercompanySeller, self-insurance or otherwise)as of the Closing Date; (h) any causes all books of actionaccount, lawsuitsrecords (including, judgmentswithout limitation, claims financial records, employment records, and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior toSEC filing records), at or following the Closing if the same arosefiles, arise out oftelephone numbers, or are related tofacsimile numbers, internet addresses, web pages, e-mail accounts, any of similar data and intellectual property, except to the Excluded extent directly associated with or included in the Purchased Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licensesprepaid expenses and security deposits, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) except to the extent they relate to directly associated with or included in the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Purchased Assets; and (kj) any other assets all rights, title and rights listed interest in Section 2.2(k) of and to claims made by Kreido in the Seller Disclosure Lettermatter known as United States Securities and Exchange Commission v. ▇▇▇▇▇ ▇▇▇▇▇, et. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Selleral. 07 Civ 1439 (LAP).

Excluded Assets. Notwithstanding anything herein to the contrarycontrary in this Agreement, there nothing in this Agreement shall constitute or be excluded from the saleconstrued as requiring Transferor to assign, conveyanceconvey, assignment transfer or transfer to Buyer hereunderdeliver, and the Business Assets Transferee shall not includebe entitled to acquire, any right, title or interest in, to or under any properties, assets, business, operation or division of Transferor, not set forth in Section 2.1, including the following assets and properties which are hereby specifically excluded from the definition of Transferred Assets (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”"): (a) The right, title and interest of Transferor and its successors, assigns, Affiliates and Representatives in, to and under all electrical transmission or distribution facilities (ias opposed to generation facilities) cash and cash equivalents, wherever locatedof Transferor located at or forming a part of any of the Transferred Assets (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including bank balances all switchyard facilities, substation facilities and cash support equipment, as well as all permits, contracts and cash equivalents in bank accountswarranties, monies in to the possession of any banks, savings extent they relate to such transmission and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust distribution assets (other than funds held in trust in connection with Seller Plansthe electrical transmission facilities 18 identified on Schedule 2.1(a), all of which are included as Transferred Assets) (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”the "Transmission Assets"); (b) all refunds of Taxes of Seller and the Selling SubsidiariesThe Real Property; (c) all Tax Returns The right, title and interest of Seller Transferor and its successors, assigns, Affiliates and Representatives in, to and under certain switches and meters, gas facilities, revenue meters and remote testing units, drainage pipes and systems, pumping equipment and associated piping, in each case, located at or forming a part of the Selling SubsidiariesTransferred Assets, as identified in the Access Agreements; (d) except as expressly provided All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in Section 5.4joint ventures, all Seller Plans partnerships, limited liability companies and any funds held in trust in connection with such Seller Plansother entities; (e) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), prepaid expenses relating to the Seller Trademarksoperation of the Transferred Assets and any income, sales, payroll or other receivables (in each case, whether held by Transferor or any third party); (f) The right, title and interest of Transferor and its successors, assigns, Affiliates and Representatives in, to and under all Intellectual Property, including the Contractsnames "Atlantic City Electric Company", computer hardware"ACE", stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letterderivation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof; (g) The right, title and interest of Transferor and its successors, assigns, Affiliates and Representatives in, to and under all contracts, agreements, arrangements, licenses, tariffs and leases of any rights nature, to which Transferor or benefits pursuant to any insurance policies its Representatives is a party, including tariffs, contracts, agreements and arrangements for the purchase or sale of Seller electric capacity or any energy, or for the purchase of transmission, distribution or ancillary services or for the Selling Subsidiaries (intercompany, self-insurance purchase or otherwise)procurement of Fuel Inventories; (h) any The rights of Transferor and its successors, assigns, Affiliates and Representatives in, to and under all causes of actionaction against third parties relating to any Transferred Asset, lawsuitsif any, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur whether accruing prior to, at on or following after the Closing if Date, including all claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the same arose, arise out of, or are related to, any of the Excluded Assetslike, whether arising by way of counterclaim received as payment or otherwise;credit against future liabilities, in each case, relating to any period prior to the Closing Date; 19 (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate All Tax refunds or credits relating to the Business ownership, lease, maintenance or (ii) exclusively relate operation of the Transferred Assets, which refunds or credits are with respect to periods prior to the Business but their transfer is not permitted by LawClosing Date, whether directly or indirectly, regardless of when actually paid; (j) any Books All employment agreements and Records (i) to the extent they relate to the businesses personnel records of Seller or any of Transferor and its Affiliates (successors, assigns and Representatives, other than the Business)Transferred Employee Records; (k) The minute books, (ii) that Seller stock transfer books, corporate seal and other corporate records of Transferor and its successors, assigns and Representatives; (l) The right, title and interest of Transferor and its successors, assigns, Affiliates are required and Representatives in, to retain pursuant to Law or (iii) that relate primarily to the Excluded Assetsand under all Emission Allowances; and (km) any other assets The right, title and rights listed in Section 2.2(k) interest of Transferor and its successors, assigns and Representatives under this Agreement and the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerAdditional Agreements.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not includecontrary in this Agreement, the following assets of the Company shall be retained by the Company and properties are not being sold or assigned to the Buyer hereunder (such retained assets and properties being herein collectively referred to as collectively, the “"Excluded Assets”"): (a) all Avoidance Actions (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”proceeds thereof); (b) all refunds of Taxes of Seller cash, cash equivalents and the Selling Subsidiariesmarketable securities; (c) all Tax Returns capital stock of Seller the Company and of Pella Plastics, Incorporated, an Iowa corporation and wholly owned subsidiary of the Selling SubsidiariesCompany ("Pella"); (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Company Benefit Plans; (e) all Company Real Property (other than with respect to the Seller Trademarksrights granted to Buyer pursuant to Section 5.17 of this Agreement); (f) all computer hardware (including desktop and laptop computers and other systems hardware and networking hardware) and all off-the-shelf operating systems and software programs used in connection therewith (in each case, other than computer hardware and software related to the ContractsCompany's communication systems); and all manuals, computer hardwareforms, stored dataguides and other materials used in connection therewith; provided, computer that (i) the NetSuite Agreement and all software related thereto and documentation owned or licensed by Seller or (ii) any software required for the operation of the Selling Subsidiaries listed in Section 2.2(f) of Customer Program Websites are excluded from the Seller Disclosure Letter;foregoing and shall be Purchased Assets. (g) any rights or benefits pursuant to any insurance policies of Seller or any of other than the Selling Subsidiaries (intercompanyPurchased Equipment, self-insurance or otherwise)all office furnishings, display racks, shelves, decorations, equipment, fixtures and supplies; (h) any causes of actionthe organizational documents, lawsuitsseals, judgments, claims minute books and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any other documents of the Excluded Company relating exclusively to the organization, maintenance and existence of the Company as a legal entity, including taxpayer and other identification numbers, Tax information and Tax records; provided, however, that copies of such materials shall be Purchased Assets, whether arising by way of counterclaim or otherwise;. (i) any governmental licenses, permits prepaid Taxes and approvals, including Environmental Permits, that (i) do not exclusively relate prepaid expenses to the Business or (ii) exclusively relate extent pertaining to the Business but their transfer is not permitted by LawExcluded Liabilities and Obligations; (j) Tax Refunds to the Company and deposits to the extent pertaining to Tax obligations of the Company; (k) all rights, liabilities or obligations arising out of or related to the Company Real Property; (l) all claims, causes of action, choses in action, rights of recovery, defenses or counterclaims and rights of set-off of any Books kind (including rights under and Records (ipursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof) to the extent they relate pertaining to any Excluded Assets and Excluded Liabilities and Obligations; (m) the businesses of Seller or any of its Affiliates Company's interest in ▇▇▇▇▇▇ Manufacturing Co. v. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a/b/a/ Maxxstar, Case # LAC118379, pending on appeal from Jasper Court District Court in Iowa; (other than n) the Business)Company's interest in the following Company-owned life insurance policies with Principal Life Insurance Company: (i) Insured Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (Policy No. 3811075, (ii) that Seller Insured Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Policy No. 3925421) and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsInsured Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ (Policy No. 4235269); and (ko) any other assets and all rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerunder this Agreement.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Assets shall not include, include any of the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash Seller’s books and cash equivalentsrecords as pertain to the organization, wherever locatedexistence or capitalization of Seller, including bank balances and cash duplicate copies of such records as are necessary to enable Seller to prepare and cash equivalents in bank accounts, monies in the possession of any banks, savings file tax returns and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)reports; (b) all refunds cash, cash equivalents or similar type investments of Taxes Seller, such as certificates of Seller deposit, Treasury bills, and the Selling Subsidiariesother marketable securities on hand and/or in banks; (c) all Tax Returns of accounts receivable for cash for services performed or provided by Seller and prior to the Selling SubsidiariesClosing Date (the “Accounts Receivable”); (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller PlansContracts of insurance; (e) all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the Seller Trademarksassets thereof and any other employee benefit plan or arrangement and the assets thereof, if any; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterFCC authorizations for KFRH; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompanyKFRH transmitter site, self-insurance or otherwise)tower and transmission equipment and all other KFRH assets except for certain KFRH Intellectual Property included in the Assets; (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseKCYE auxiliary transmitter site; (i) Seller’s studio and any governmental licensesand all of Seller’s studio equipment, permits fixtures, business machines and approvals, including Environmental Permits, that (i) do not exclusively relate furniture used in the operation of the Stations; Seller’s rights in and to the Business or (ii) exclusively relate KCYE call letters; Seller’s rights in and to the Business but their transfer trademarks, trade names, service marks, copyrights, programs and programming material, jingles, slogans, logos, domain names, websites and other intangible property which is not permitted by Lawused or held for use in the operation of KCYE; (j) any Books and Records (i) to the extent they relate to the businesses of equipment, personal property, real property or intellectual property owned by Seller or any of its Affiliates (other than an affiliate or Seller that is not used exclusively by the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded AssetsStations; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any items identified as Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerAssets on Schedule 1.3.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment contrary contained in Section 2.1 or transfer to Buyer hereunder, and the Business Assets shall not includeelsewhere in this Agreement, the following assets and properties (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller and/or its Affiliates after the Closing: (a) all (i) cash and cash equivalents, wherever locatedincluding any marketable securities or certificates of deposit, including bank balances and cash and cash equivalents in bank accounts, monies or any collected funds or accounts or items in the possession process of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts collection at the financial institutions of Seller through and including the Selling Subsidiaries Closing Date, and (iii) investment securities and any cash security or other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust similar deposits (other than funds held as provided in trust in connection with Seller PlansSection 2.1(a)), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)together with all accrued but unpaid interest thereon; (b) all refunds any accounts or notes receivable or other such claims for money due to Seller from Seller Parent or any of Taxes of Seller and the Selling Subsidiariesits wholly-owned subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans insurance policies and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates under such insurance policies (except to the extent specified in Section 2.1(l)); (d) all Contracts, other than the Assumed Contracts; (e) all claims, demands, deposits, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment to the extent relating to any of the Excluded Assets or Retained Liabilities; (f) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, shares of capital stock, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation; (g) any shares of capital stock or other equity interests in any entity; (h) all personnel records and other records that Seller is required by Law to retain in its possession or is not permitted under Law to provide to Buyer, provided that Seller shall provide copies of any portions of such retained information that relate to (i) the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law the Purchased Assets, or (iii) that relate primarily the New Employees, except to the extent prohibited by Law; (i) all rights in connection with, and assets of, any Employee Plan (except to the extent specified in Section 8.5); (j) any credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items, deposits and claims for refunds or reimbursements, in each case, to the extent relating to the Excluded AssetsAssets and/or the Retained Liabilities; (k) all rights to indemnification, contribution or other reimbursement, or limitations on liability, under the Assumed Contracts, or any warranties and guarantees, in each case, from any third parties with respect to any Retained Liabilities and/or Losses for which Seller has an indemnification obligation under this Agreement; (l) any rights of Seller or any of its Affiliates with respect to any Tax refund relating to periods ending on or prior to the Closing Date, including any ratable portion of a Tax period that includes the Closing Date (pro-rated in the manner contemplated by Section 8.6), and any rights under any Tax allocation or sharing agreement relating to periods ending on or prior to the Closing Date; and (km) all rights of Seller under this Agreement or any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerTransaction Document.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Acquired Assets shall not includeinclude any of Sellers’ or the Operating Subsidiaries’ right, title or interest in or to any assets or properties of Sellers or the following assets and properties Operating Subsidiaries that are expressly enumerated below (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) Subject to Section 2.1(q), cash and cash equivalents, wherever located, including bank balances short-term and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and mediumlong-term investments, but excluding (A) escrow monies or similar type investments, uncollected checks and funds held in trust transit to the extent there is a corresponding reduction in accounts receivable included in Acquired Assets, Treasury bills and other marketable securities existing as of the Closing Date (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Depositsand Cash Equivalents”); (b) all refunds Bank accounts and lock-boxes described as “Excluded Assets” on Schedule 2.1(n) of Taxes of Seller and the Selling SubsidiariesDisclosure Schedules; (c) all Tax Returns of Seller and Any security, vendor, utility or other deposits (but only to the Selling Subsidiariesextent such deposits specifically relate to Excluded Assets or Excluded Liabilities); (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller PlansAny Contracts other than the Assumed Contracts; (e) All Claims that Sellers or any of their respective Affiliates may have against any third party, including any Governmental Entity, for causes of action based on Chapter 5 of the Seller TrademarksBankruptcy Code (“Avoidance Actions”) and for refund or credit of any type with respect to Taxes accrued or paid with respect to periods (or any portion thereof) ending on or prior to the Closing Date; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller All Claims which Sellers or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Lettertheir respective Affiliates may have against any third Person with respect to any Excluded Asset or Excluded Liability; (g) any rights or benefits pursuant to any insurance policies The capital stock of Shared Technologies, which is a Subsidiary of ATCW, but is not a Seller or any hereunder, its assets, and assets used primarily in the Shared Technology business and set forth in Schedule 2.2(g) of the Selling Subsidiaries (intercompany, self-insurance or otherwise)Disclosure Schedules; (h) any causes of actionThe Shared Hosting Business, lawsuitsincluding Contracts, judgmentsaccounts receivable, claims equipment and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are Intellectual Property specifically related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisethereto; (i) any governmental licenses, permits The capital stock of each Seller and approvals, including Environmental Permits, that (i) do not exclusively relate each Seller’s corporate books and records relating to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawits organization and existence; (j) Any director and officer, errors and omissions, fiduciary or commercial crime insurance policies and related insurance claims and insurance proceeds; (k) All insurance policies; (l) Any real property which is owned by any Books and Records of Sellers (i“Owned Real Property”) including any proceeds received in connection with the sale thereof; (m) Any loans or notes payable to the extent they relate to the businesses of any Seller or Operating Subsidiary from any employee of its Affiliates (any Seller or Operating Subsidiary, other than the Business)Ordinary Course of Business employee advances; (n) Pre-Petition carrier gross accounts receivable, (ii) that Seller including those of ILECs, which were recorded on Allegiance’s books and its Affiliates are required records as of May 14, 2003, in an amount up to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets$58.3 million; and (ko) any other Any assets and rights listed set forth in Section 2.2(kSchedule 2.2(o) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerSchedules.

Excluded Assets. Notwithstanding anything herein the foregoing, the Properties do not include: (i) Seller’s corporate, financial, income and franchise tax and legal records that relate to Seller’s business generally (whether or not relating to the contraryProperties); (ii) all records (including seismic) to the extent and only to the extent disclosure or transfer is restricted by any third party agreement (and Seller is unable to obtain a waiver of any such restriction without payment of consideration); (iii) office computers and computer software; (iv) Seller’s seismic proprietary reprocessing of Seller’s geophysical data unless Buyer can demonstrate that it has a license or other right to the underlying data set on which the reprocessing is based and transfer of such reprocessing will not violate the terms of Seller’s license agreement; (v) all legal records and legal files of Seller (other than title opinions); (vi) files, there shall be internal memoranda, correspondence and other related records generated in connection with the sale of the Properties and the negotiation and execution of this Agreement; (vii) any refund of costs, taxes, royalties or expenses borne by Seller or Seller’s predecessor in title attributable to the period prior to the Effective Time; (viii) any and all proceeds from insurance that relate to the Properties, insofar as such proceeds are attributable to periods of time prior to the Effective Time; (ix) reserve evaluations and reservoir simulation studies except as listed on Schedule 1.02(g); (x) data application software, network, communication servers and satellite phones; (xi) any electronic communication or correspondence not printed or filed in the ordinary course of business; all of which are specifically reserved by Seller and excluded from the salesale contemplated by this Agreement; (xii) technical risk assessments performed by Seller’s HSES department based on Seller’s global group criteria; (xiii) oil and gas pricing forecasts, conveyanceinternal or SEC reserves and resources estimates, assignment forecasts of production, economic forecasts, (xiv) any proceeds from any bankruptcy proceedings of other working interest owners in the Properties attributable to the period prior to the Effective Time; and (xv) any rental equipment related to the Property or transfer situated on or appurtenant to Buyer hereunderthe Lands (together, and the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to contained in Section 1.1, the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, include the following assets and properties rights of the Sellers (such retained assets and properties being herein collectively referred to as collectively, the “Excluded Assets”): (a) all (i) cash the telephone number of Sellers’ corporate offices located at ▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and cash equivalents▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, wherever located▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, including bank balances and cash and cash equivalents in bank accounts▇▇ ▇▇▇▇▇, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries fixed assets, furniture and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)equipment located at each office; (b) all refunds interests and rights in and to any contracts, purchase orders and other agreements or arrangements of Taxes of Seller and the Selling SubsidiariesSellers which are not identified on Schedule 1.1(b); (c) all Tax Returns rights to receive mail and other communications addressed to any Seller relating to any of Seller and the Selling SubsidiariesExcluded Assets or the Excluded Liabilities; (d) except as expressly provided all assets relating to or owned by, and all rights in Section 5.4and to, all Seller Plans and any funds held in trust in connection with such Seller PlansPlan; (e) the Fundamental Documents, qualifications to conduct business as a foreign partnership or corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, transfer books, certificates, if any, in respect of partnership interests or shares, and other similar documents relating to the organization, maintenance and existence of each Seller Trademarksas a partnership or corporation, as applicable; (f) the Contractsall books, computer hardwarerecords, stored dataledgers, computer software files, documents and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Lettercorrespondence, vendor and customer lists, files and materials pertaining to Sellers’ past employees; (g) any rights or benefits pursuant all bank accounts and amounts on deposit therein, including the bank accounts owned by the Sellers in which amounts have been deposited to any insurance policies of Seller or cover gift checks issued by any of the Selling Subsidiaries (intercompany, self-insurance or otherwise);Restaurants (h) any causes of actionall cash and cash equivalents, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim in bank accounts or otherwise, other than Till Cash; (i) any governmental licenses, permits all accounts and approvalsother receivables, including Environmental Permitscredit card receivables, that (i) do not exclusively relate to the Business credit card receivables in transit or (ii) exclusively relate to the Business but their transfer is not permitted by Lawnotes receivable other than House Charges; (j) prepaid expenses not incurred in the ordinary course of business, all prepaid taxes other than prepaid real estate or personal property taxes associated with the Purchased Assets, and prepaid expenses with respect to any Books of Sellers’ insurance policies; (k) liquor and Records other alcoholic beverages held by Sellers at the Simi Valley Restaurant (ithe “Simi Valley Liquor”); (l) liquor licenses for the Simi Valley Restaurant and the Broadway Faire Restaurant; (m) all assets located at or relating to the extent they relate Red ▇▇▇▇▇ Gourmet Burgers restaurant owned by Morite and located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Santa ▇▇▇▇▇▇▇ Restaurant”); (n) any fee interest of the Sellers in the real property relating to the businesses of Seller or any of its Affiliates Coalinga Restaurant (other than the Business“Coalinga Real Property”), ; (iio) that Seller the Real Property Lease by and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily between Morite and ▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate relating to the Excluded AssetsCalabasas Restaurant (the “Existing Calabasas Lease”); (p) the Real Property Lease by and between Top ▇▇▇▇▇ and the ▇▇▇▇▇▇ Family Revocable Trust relating to the La Quinta Restaurant (the “Existing La Quinta Lease”); (q) any assets located at the Restaurants which are owned by the Buyer, including the Aloha POS system installed by the Buyer in the Restaurants; and (kr) any other assets and rights listed in Section 2.2(k) all of the rights of each Seller Disclosure Letter. To under this Agreement and the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerother Documents.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, include any of the following assets and or properties or any right, title or interest therein (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents in bank accounts, monies in (including any marketable securities or certificates of deposit) of the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)SBS Entities; (b) All claims, rights and interests of the SBS Entities in and to (i) any refunds for Taxes paid in respect of the Station or the Business for periods ending on or prior to the Closing Date (subject to claims of Buyer for proration of property and other Taxes or fees of any nature whatsoever under this Agreement) and (ii) any refunds for Taxes paid in respect of the assets and properties described in Section 2.2(m) for all refunds of Taxes of Seller and the Selling Subsidiariestaxable periods; (c) all Tax Returns Any rights, claims or causes of Seller and the Selling Subsidiaries; (d) except as expressly provided in Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any action of the Selling Subsidiaries listed in Section 2.2(f) of SBS Entities against third parties relating to the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies of Seller or any of Business, the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller Purchased Assets or the Selling Subsidiaries that arose or arise or relate to events that occur prior toStation, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses period prior to the Closing; (d) All bonds, letters of Seller credit, intercompany notes and similar items, contracts or policies of insurance and prepaid insurance with respect to such contracts or policies and any cash surrender value thereof and any insurance proceeds or claims made by the SBS Entities relating to property or equipment repaired, replaced or restored by the SBS Entities prior to the Closing; (e) Each SBS Entity's business and financial records, minute books, organizational documents and such other books and records relating to their organization, existence and capitalization and similar internal matters as well as any other books and records relating to the SBS Entities generally and not involving or relating to the Purchased Assets, or the operations of its Affiliates the Station, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the BusinessPurchased Assets), any books and records that the SBS Entities are required by law to retain, and the personnel records of those employees who are not Transferred Employees; (i) The contracts, agreements or understandings of the SBS Entities which are not listed on Schedule 3.17 that otherwise would be required to be listed thereon if such contracts, agreements or understandings were to be assigned to Buyer hereunder (provided that this Section 2.2(f)(i) shall not relieve the SBS Entities of any obligation with respect to any representation, warranty or covenant of the SBS Entities in Section 3.17) (ii) that Seller the contracts, agreements or understandings of the SBS Entities listed in Schedule 3.17 and its Affiliates are required to retain pursuant to Law or designated on such Schedule as a "Contract Not Assumed," and (iii) that relate primarily any contract, agreement or understanding either listed on Schedule 3.17 or not required to be listed thereon which has expired prior to the Closing Date; (g) Any trade name, trademarks, service marks or logos using or incorporating the name "Spanish Broadcasting" or the SBS logo; (h) All records and documents relating to Excluded Assets or to liabilities, other than Assumed Liabilities, and not relating to the Business, the Purchased Assets, the Station or the Assumed Liabilities; (i) All trusts, trust assets, trust accounts, reserves, insurance policies, or other assets, including, but not limited to, those listed in Schedule 3.21 relating to employees or to funding the employee benefit plans, agreements or arrangements sponsored, maintained, contributed to, or administered by any SBS Entity (including, but not limited to, the Employee Plans); (j) Any rights of, or payment due to, any SBS Entity under or pursuant to this Agreement, or any Buyer Ancillary Agreement; (k) All accounts receivable arising out of the operation of the Business for periods prior to the Adjustment Time; (l) All tangible and intangible personal property disposed of or consumed between the date of this Agreement and the Closing Date in the ordinary course of the Business in accordance with this Agreement; (m) All assets and properties owned, leased or held by the SBS Entities that are not used or held for use in connection with the operation of the Station and all rights, title and interest therein; and (kn) any other The assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Sellerproperties described on Schedule 2.2.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Acquired Assets will not include and Buyer hereunder, and the Business Assets shall will not include, purchase the following assets and properties of Sellers (such retained assets and properties being herein collectively referred to as the “Excluded Assets”):) which will remain the property of Sellers: (a) all (i) cash and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and Sellers, the Selling Subsidiaries and (iii) investment securities and corporate seal, Certificate of Incorporation, minute books, stock books, Tax Returns, books of account or other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in records relating to the possession corporate organization of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)each of the Sellers; (b) all refunds any rights of Taxes Sellers under this Agreement or under any other agreement between Sellers and Buyer entered into on or after the date of Seller and the Selling Subsidiariesthis Agreement; (c) all prepaid Taxes and any rights of Sellers to any Federal, state, local or foreign Tax Returns of Seller and the Selling Subsidiariesrefunds, carry forwards, or carry backs or any payment under any Tax sharing, Tax allocation, or similar agreements; (d) except as expressly provided in Section 5.4the contracts, all Seller Plans agreements, commitments and any funds held in trust in connection with such Seller PlansIntellectual Property which relate to the Excluded Business; (e) machinery, equipment, inventory, furniture, fixtures, leasehold improvements, and other personal property which relate to the Seller TrademarksExcluded Business listed on Schedule 2.3(e); (f) all assets including the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of accounts receivable (except the Selling Subsidiaries listed in Section 2.2(f▇▇▇▇▇▇▇ Receivable) of the Seller Disclosure LetterExcluded Business; (g) any rights or benefits pursuant to any insurance policies the capital stock of Seller each of the Sellers or any direct or indirect subsidiary of each of the Selling Subsidiaries (intercompany, self-insurance or otherwise)Sellers; (h) any causes insurance policies of action, lawsuits, judgments, claims and demands of any nature of Seller Sellers insuring the Business or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseBusiness; (i) any governmental licenses, permits the ▇▇▇ Receivable and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law;TESI Receivable; and (j) any Books and Records (i) intercompany accounts receivable to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded not Acquired Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Seller.

Excluded Assets. Notwithstanding anything herein to the contrary, The parties agree that there shall be excluded from the sale, conveyance, assignment or transfer Assets the following which are not being sold to Buyer hereunder, and pursuant to this Agreement (the Business Assets shall not include, the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash on hand and cash equivalentson deposit of Seller, wherever located, including bank balances and cash and cash equivalents except as set forth in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Section 1.4 hereof; (b) all refunds of Taxes accounts payable of Seller ("Accounts Payable") (i) as of the close of business on the day immediately preceding the Closing (as defined herein) and (ii) attributable to the Selling Subsidiariesoperation of the Business prior to the Closing Date (as defined herein); (c) all Tax Returns of Seller Seller's accounts receivable and other rights to payment of money and all rights in and to any returned, reclaimed and repossessed goods, together with all rights, claims, counterclaims, titles, securities, security interests, liens and guaranties evidencing, securing, guaranteeing payment of, relating to or otherwise with respect to such accounts receivable and all rights, including any rights to recoupment, recovery, reclamation and resale to the Selling Subsidiaries;extent they exist prior to the Closing (the "Accounts Receivable"). (d) except as expressly all trip tickets for services performed prior to the Closing; provided in Section 5.4, all Seller Plans and any funds held in trust in connection with Buyer shall upon prior reasonable notice have access to such Seller Plans;after closing for legitimate business reasons. (e) all contracts and contractual rights and obligations of Seller (whether oral or in writing) which are not related to the Seller Trademarks;Customer Accounts, the Assets and/or the Business on which the parties have agreed to exclude as more specifically set forth on Schedule 1.2(e) hereto; and (f) the Contracts, computer hardware, stored data, computer software and documentation owned all employment or licensed consulting agreements to which Seller is a party or by which Seller or any of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure Letter;is bound. (g) any rights or benefits pursuant to any insurance policies of Seller or any of the Selling Subsidiaries all computer hardware, software, office equipment and related information, technology assets (intercompany, self-insurance or otherwiseincluding licenses) listed on Schedule 1.2(g); (h) any causes of actionall minute books, lawsuits, judgments, claims stock records and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisecorporate seals; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawall fuel receipts; (j) any Books all insurance policies and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; andrights thereunder; (k) all personnel records and other records that Seller is required by law to retain in its possession; (l) all claims for refund of taxes of any kind and nature and other governmental charges of whatever nature; (m) all rights in connection with and assets of any employee benefit plans of Seller; (n) all rights to indemnity from third parties under contracts or at law or in equity arising out of acts, omissions and events occurring preclosing; (o) all rights of Seller under this Agreement and any agreements executed in connection herewith; (p) any items listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Selleron Schedule 1.2(p).

Excluded Assets. Notwithstanding anything herein to the contrary, there It is understood and agreed that Seller shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunderretain, and the Business Assets Buyer shall not includeacquire, any right or interest in any of the following assets and properties of Seller (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all ): (i) cash deferred tax assets on the financial books and cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession records of any banks, savings and loans or trust companies and similar cash items on handSeller, (ii) bank accounts of the Seller Designated Bank Account, Funded Liquidation Accounts and the Selling Subsidiaries and Allowance, (iii) investment securities and other short- and mediumall tax refunds, if any, related to Pre-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans)Closing Tax Period, (Biv) security deposits Claims by Seller against directors, officers and employees of Seller relating to their acts or omissions occurring on or prior to the Closing Date, (v) all books and records related to Seller’s Taxes and the books and records of Seller, if any, that are not permitted by Law to be transferred to Buyer, (vi) all net deferred tax assets, (vii) Prepaid Expenses that cannot be assigned by Seller to Buyer, (viii) Excluded Liquid Assets, (ix) any Employee Benefit Plan, any Split Dollar Arrangements and BOLI supporting the Split Dollar Arrangements, (x) any capital stock of the Seller, GCB and GIA and any membership interest in FFP; (xi) any tangible or intangible assets of GCB, GIA and FFP; (xii) any and all right, title and interest in and to “Women’s Right to Run,” and its associated domain names “▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,” “▇▇▇▇▇▇▇▇▇▇.▇▇▇,” and “▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”; (xiii) the possession of landlords, utility companies or Governmental Authorities Excluded Real Estate and (Cxiv) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”); (b) all refunds of Taxes the assets of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and the Selling Subsidiaries; (d) except as expressly provided in set forth on Section 5.4, all Seller Plans and any funds held in trust in connection with such Seller Plans; (e) the Seller Trademarks; (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of the Selling Subsidiaries listed in Section 2.2(f2.01(b) of the Seller Disclosure Letter; (g) any rights or benefits pursuant to any insurance policies Schedule. For the avoidance of Seller or any of the Selling Subsidiaries (intercompanydoubt, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the all Excluded Assets, whether arising Assets shall be retained by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law Buyer shall not acquire any right or (iii) that relate primarily interest with respect to the Excluded Assets; and (k) any other assets Assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased assumes no responsibility or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerLiability with respect thereto.

Excluded Assets. Notwithstanding anything herein to the contraryforegoing, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Purchased Assets shall not include, include the following rights, assets and properties (such retained assets and properties being herein collectively referred to owned, held or used by the Seller or its Subsidiaries, as the “same shall exist on the Closing Date (collectively, the "Excluded Assets”"): (a) all (i) cash and cash equivalents, wherever located, including bank balances and All cash and cash equivalents in bank accounts(including any marketable securities or certificates of deposit), monies in the possession of any banksaccounts receivable, savings and loans or trust companies notes receivable and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)assets; (b) all refunds deposits, prepaid rentals and other prepaid expenses of Taxes of the Seller and its Subsidiaries as they exist as of the Selling SubsidiariesOption Effective Date; (c) all Tax Returns Any rights, claims or causes of action of the Seller and its Subsidiaries against third parties relating to the Selling Subsidiariesrights, assets, properties, business or operations of the Station arising out of transactions occurring prior to the Closing Date, except those referred to in Section 3.1(b); (d) except as expressly provided in Section 5.4The Seller's limited liability company seal, all Seller Plans minute books, equity or member record books, records relating to formation, Tax returns and related documents and supporting work papers and any funds held in trust in connection with such Seller Plansother records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets); (e) The contracts, agreements or understandings of the Seller Trademarksand its Subsidiaries other than the Station Agreements; (f) All books, records and documents of the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of its Subsidiaries relating to Taxes, the Selling Subsidiaries listed in Section 2.2(f) rights, assets, properties and operations of the Excluded Assets and the liabilities of the Seller Disclosure Letteror any of its Subsidiaries, other than Assumed Liabilities, and all other books, records and documents of the Seller and any of its Subsidiaries not primarily relating to the Purchased Assets or the Assumed Liabilities; (g) any rights All trusts, trust assets, trust accounts, reserves or benefits pursuant other assets relating to any insurance policies of employees or to funding the employee benefit plans, agreements or arrangements sponsored, maintained, contributed to, or administered by the Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)its Subsidiaries; (h) any causes Any rights of actionor payment due to the Seller under or pursuant to this Agreement, lawsuits, judgments, claims and demands of any nature of Seller the Optionee LMA or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following other agreements with the Closing if Optionee contemplated by the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseSettlement Agreement; (i) All accounting and payroll software owned, leased, licensed or used by the Seller and any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law;of its Subsidiaries; and (j) assets subject to any Books and Records (i) Prohibited Contract not agreed to in writing by the extent they relate to the businesses of Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerOptionee.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business The Assets shall not include, include the following assets and properties (such retained assets and properties being herein collectively referred to as the “"Excluded Assets”"): (a) all (i) cash, cash equivalents and cash equivalentsitems of any kind whatsoever, wherever locatedcertificates of deposit, including money market instruments, bank balances and cash rights in and cash equivalents in to bank accounts, monies in the possession of any banks, savings Treasury bills and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment marketable securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession securities of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)LIN; (b) all refunds contracts of Taxes of Seller insurance and insurance plans and the Selling Subsidiariesassets thereof, promissory notes, amounts due from employees, bonds, letters of credit or other similar items and any cash surrender value in regard thereto; (c) all Tax Returns tangible personal property disposed of Seller or consumed in compliance with this Agreement or the Local Marketing Agreement between the date of this Agreement and the Selling SubsidiariesClosing Date; (d) except as expressly provided in Section 5.4any legal claims, suits, judgments or proceedings of LIN with respect to transactions and events occurring prior to the Closing Date and all Seller Plans claims for refunds of monies paid to any governmental agency and any funds held in trust in connection with such Seller Plansall claims for copyright royalties for broadcast prior to the Closing Date; (e) Contracts that are not Assumed Contracts, including those listed on Schedule 2.2(e) (the Seller Trademarks"Excluded Contracts"); (f) the Contracts, computer hardware, stored data, computer software and documentation owned or licensed by Seller or any of LIN's corporate records and other books and records that pertain to internal corporate matters of LIN and any of LIN's account books of original entry with respect to the Selling Subsidiaries listed in Section 2.2(f) Stations and all original accounts, checks, payment records, Tax records and other similar books, records and information of LIN relating to LIN's operation of the Seller Disclosure Letter;Stations' Business and the Assets prior to Closing; and (g) any rights and all assets and property located at the offices of Operating Seller outside of the State of Texas or benefits pursuant to any insurance policies at the offices of Seller LIN Television or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (h) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (j) any Books and Records (i) to the extent they relate to the businesses of Seller or any of its LIN Television's Affiliates (other than the Business), (iiOperating Seller and License Seller) that are used or useful in connection with various general and administrative, accounting, legal, human resources, sales, marketing, engineering and other services provided to Operating Seller and its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (k) any other assets and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by License Seller.

Excluded Assets. Notwithstanding anything herein to any other provisions in this Agreement, it is expressly agreed the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Business Assets shall not include, and Buyer shall not acquire, any right, title or interest in and to the following assets and assets, properties or rights (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) cash and cash equivalents, wherever locatedbank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities or similar cash items, including bank balances accrued interest, dividends or other earnings thereon other than pre-paid expenses, security deposits and cash and cash equivalents in bank accounts, monies deposit amounts that are specifically included in the possession of any banks, savings and loans or trust companies and similar cash items on hand, (ii) bank accounts of Seller and the Selling Subsidiaries and (iii) investment securities and other short- and medium-term investments, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (C) customer prepayments (items (A), (B) and (C) collectively, “Cash Deposits”)Current Assets; (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) all Tax Returns of Seller and all refund, credits and receivables of Taxes of Seller; (c) any licenses, permits, certificates of authority, authorizations, approvals, registrations, qualifications, waivers and similar consents granted or issued by any Governmental Entity, except for the Selling SubsidiariesPermits, and the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and other documents relating to the organization and existence of Seller as a corporation; (d) except as expressly provided in Section 5.4, all Seller Plans rights to the name “Unisys” and any funds held in trust in connection with such Seller Plansnames, marks, logos and Internet domain names using the name “Unisys” or any derivative thereof (other than as permitted under the Trademark License Agreement); (e) all support and services (and assets used in the provision of such support or services) provided by Seller Trademarksor any of its Subsidiaries or outsource providers to the Business, including but not limited to Financial and Accounting, Payroll, Disbursements, Marketing and Proposal Support, IT and Telecommunications, Unisys University, Internal and External Communications and Investor Relations, Treasury, Human Resources, Tax, Internal Audit, Legal, Contracts and Procurement, General Administrative Support, Order Entry and Billing, Credit and Collections, Facilities, Logistic and Environmental Services, Risk Management and Insurance, Desktop Maintenance and Helpdesk Support; (f) the Contractsall rights to use internal-use software and systems and communication connectivity and carrier, including Webtime time tracking system, WebTrex/Concur expense reporting, computer hardwareaided design (CAD) software, stored data▇▇▇▇▇▇, computer Oracle, PeopleSoft, Microsoft Exchange, WinZip, Courion (password re-set application), AT&T Global Network Client, Adobe Acrobat, Sygate security agent, Unisys online helpdesk, UCS and error tracking systems, Corporate directory, Udeliver, U-Net Unisys internal website, voice mail and email systems, email addresses, internal telephone and Nortel VPN and/or dialup connectivity, internal and external internet connectivity, and use of teleconferencing systems, except for transferrable application software and documentation owned installed on servers or licensed by Seller or any of personal computers included in the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterFixed Assets; (g) consideration paid to Seller, and all other rights of Seller under this Agreement, any other Transaction Document or the Confidentiality Agreement; (h) all assets related to the Benefit Plans; (i) any rights or benefits pursuant to any of Seller’s insurance policies of Seller or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise); (hj) any causes of action, lawsuits, judgments, claims and demands of any nature of Seller to the extent arising or the Selling Subsidiaries that arose or arise or relate relating to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwiseexcept for those assigned to Buyer under Section 2.1(g); (i) any governmental licenses, permits and approvals, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (jk) any Books and Records (i) to the extent they relate to the businesses of that Seller or any of its Affiliates (other than the Business), (ii) that Seller and its Affiliates are required to retain pursuant to any applicable Law or (iii) that which relate primarily to the Excluded AssetsAssets or the Excluded Liabilities (except that upon Buyer’s request, Seller and its Affiliates shall deliver copies of any such Books and Records (other than those that relate to the Excluded Assets or the Excluded Liabilities) to Buyer); (l) personnel files of Business Employees; (m) all performance bonds, funds, letters of credit, and amounts held in escrow or trust, including those posted or deposited with or in favor of any Governmental Entity (including in its capacity as a client of the Business) to support Seller’s or any of its Affiliates’ financial or other responsibility or bonding requirements under any Assumed Customer Contract, permit, license or other governmental authorization; and (kn) any the other assets systems, assets, properties, contracts, services and rights listed in Section 2.2(k) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by Selleron Schedule 2.2(n).

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunderSeller is not selling, and the Business Assets shall Buyer is not includepurchasing or assuming obligations with respect to, the following assets and properties which shall remain the property of Seller after the Closing (such retained assets and properties being herein collectively referred to as the “Excluded Assets”): (a) all (i) All restricted and unrestricted cash and cash equivalents, wherever locatedincluding investments in marketable securities, including certificates of deposit, bank balances accounts and cash and cash equivalents in bank accountspromissory notes, monies except to the extent such assets are included in the possession determination of any banks, savings the Final NWC Calculation; (b) All (i) group Contracts entered into by MC or MedCath for the benefit of Seller and loans one or trust companies and similar cash items on handmore Seller Affiliate, (ii) bank accounts of Seller Contracts with managed care organizations, health maintenance organizations, insurers and the Selling Subsidiaries and similar third party payors, (iii) investment securities Contracts with any member of Senior Management or any other Hospital Employee; (iv) Contracts that are both not listed on Schedule 5.11 and other short- and medium-term investmentsthat are not De Minimis Contracts that relate to the operations of the Hospital, but excluding (A) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Plans), (B) security deposits in the possession of landlords, utility companies or Governmental Authorities and (Cv) customer prepayments Contracts listed as Excluded Contracts on Schedule 5.11 (items (A), (B) and (C) collectively, the “Cash DepositsExcluded Contracts”); (b) all refunds of Taxes of Seller and the Selling Subsidiaries; (c) The corporate record books, minute books, and corporate seals and all Tax Returns records of any kind that Seller and the Selling Subsidiariesis required by Law to retain in its own possession together with those records maintained by Seller with respect to its Affiliates; (d) except as expressly provided in Section 5.4Such other property and assets, all Seller Plans and any funds held in trust in connection with such Seller Plansif any, specifically described on Schedule 2.2(d); (e) Any claims or rights against third parties related to the Seller TrademarksPurchased Assets (including the Assumed Contracts), contractual or otherwise, accruing or arising prior to the Closing, except to the extent (i) included in the determination of the Final NWC Calculation or (ii) such claim or right would also relate to a period after Closing, but only to the extent such right or claim relates to periods after Closing; (f) All rights to settlement and retroactive adjustments, if any, for open cost reporting periods ending on or prior to the Contracts, computer hardware, stored data, computer software and documentation owned Closing Date (whether open or licensed by Seller closed) arising from or any against the U.S. Government under the terms of the Selling Subsidiaries listed in Section 2.2(f) of the Seller Disclosure LetterMedicare program or TRICARE and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis (“Agency Receivables”); (g) any All rights or benefits pursuant to any insurance policies of Seller under this Agreement or any of the Selling Subsidiaries (intercompany, self-insurance or otherwise)agreement contemplated hereby; (h) any causes All (i) claims for refunds of actionTaxes and all other Tax assets for periods prior to the Closing, lawsuits(ii) Federal and State income tax returns for periods prior to the Closing, judgments, claims and demands (iii) books and records created for the purpose of any nature of Seller or the Selling Subsidiaries that arose or arise or relate to events that occur prior to, at or following the Closing if the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwisecomplying with Federal and State Tax Laws; (i) any governmental licensesAll data processing equipment, permits proprietary computer software and approvalsIntellectual Property not located at the Hospital utilized in connection with the provision of services by Affiliates of Seller for the benefit of Seller, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Lawand all equipment and software listed on Schedule 2.2(i); (j) All accounts receivable of Seller, and all rights to payment, whether billed or unbilled, recorded or unrecorded, accrued and existing, whether or not written off, in connection with the operation of the Hospital; (k) The names and symbols used in connection with the Hospital and the Purchased Assets which include the name “MedCath” or any Books and Records variants thereof, or any other names which are proprietary to Seller or its Affiliates, other than “Texsan Heart Hospital;” (l) Any proprietary information contained in (i) Seller’s employee or operation manuals or (ii) any films or videos used by Seller for operational or training purposes; (m) All intercompany accounts of Seller and its Affiliates; (n) All of Seller’s insurance proceeds arising in connection with the operation of the Hospital or the Purchased Assets prior to Closing, except to the extent they relate to the businesses of Seller or any of its Affiliates provided in Section 11.8; (other than the Business), (iio) that All assets used by Seller and its Affiliates in rendering corporate services to Seller Affiliates or the Hospital that are required to retain pursuant to Law or (iii) that relate primarily located outside the Hospital, except to the Excluded Assetsextent such assets are reflected in the Baseline Balance Sheet or the Final NWC Calculation; (p) Any assets used or operated by MedCath or MC on a company-wide or region-wide basis, unless such assets are reflected in the Baseline Balance Sheet or the Final NWC Calculation; (q) To the extent permitted by Sections 7.2 and 7.3 hereof, all assets disposed of or exhausted prior to Closing, including Inventory, prepaid expenses and Furniture and Equipment, except to the extent such assets are included in the determination of the Final NWC Calculation; and (kr) any other assets Seller’s Contracts with the United States government for reimbursement under the Medicare program and rights listed in Section 2.2(kTRICARE (and all associated provider numbers) and with the State of Texas for reimbursement under the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such asset shall be transferred, prior to Closing, from the applicable Acquired Company to such entity as directed by SellerMedicaid program (and all associated provider numbers).