Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding Section 2.1, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1the foregoing, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in include, and there is excepted, reserved and excluded from the determination of purchase and sale contemplated hereby (collectively, the Purchase Price pursuant to Section 2.4:“Excluded Assets”): (a) Any insurance policies maintained by Seller with respect (i) all corporate, partnership, limited liability company, financial, income and franchise tax and legal records of Sellers that relate to Sellers’ business generally, (ii) all books, records and files that relate to the Business Excluded Assets, (iii) those records, files and contracts retained by Sellers pursuant to Section 1.2 and (iv) copies of any prepaid insurance expensesother records retained by Sellers pursuant to Section 1.5; (b) Any intercompany deposits with Seller bonds, letters of credit and intercompany receivables from Seller or an Affiliate of Sellerguarantees retained by Sellers pursuant to Section 12.6; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Selleritems expressly identified on Exhibit A-2; (d) Any claims and rights against third parties any asset (whether real or personal) not expressly identified as an Asset pursuant to Section 1.2, including, without without, limitation, insurance carriers), to the extent they relate to liabilities or obligations that are any contract not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsspecifically included on Schedule 1.2(d); (e) All payments made by Seller which constitute prepaid Taxes Sellers’ principal office and office lease located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Sellers’ office and office lease located at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ and all owned computers, phones, office supplies, furniture and related personal effects not related to operation of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateProperties; (f) Any pensionall correspondence, health or welfare plansreports, any post-retirement benefits for any employees of Seller analyses and all payments made by Seller which constitute prepaid expenses of the Business other documents relating to the transaction contemplated hereby prior to the Effective Time, whether internal, with or produced by other prospective purchasers or third parties in respect of such excluded employee benefitstransaction; (g) Seller's depository, payroll all documents and other accounts (but not including the cash to instruments of Sellers that may be transferred to Buyer as contemplated protected by Section 2.1(a))an attorney-client privilege; (h) All amounts owing except for those causes of action which relate to Seller an Asset acquired by Source One Spares Purchaser under this Agreement, all other causes of action of Sellers, including without limitation: (i) actions under Chapter 5 of the Bankruptcy Code, (ii) commercial tort claims, (iii) the ▇▇▇▇▇▇ Litigation and those assets listed in Schedule 2.2(h)(iv) claims against Directors and Officers of the Sellers; (i) the NCI Farmout; and (ij) All rights cash in the amount of Seller under this Agreement$250,000, plus an additional amount to be determined at closing equivalent to the budgeted but at that time unspent line item for Legal Fees, Professional Fees, and Non-Operating Disbursements as reflected in the budget attached to the Interim Order Authorizing Use of Cash Collateral (Doc. No. 42), as such budget may be amended, supplemented and/or modified either by agreement of the parties or as otherwise ordered by the Court (the “Professionals’ Carve Out”) (collectively, the “Excluded Cash”).

Excluded Assets. Notwithstanding Section 2.1, the The following assets relating to the business of operating, publishing and distributing the Newspaper shall be excluded from this Agreement retained by Sellers and shall not be sold, assigned, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained Claims by Seller Sellers with respect to the Business Excluded Assets and any liabilities not assumed by Buyer, including without limitation all refunds and claims for tax refunds (except for prepaid insurance expensestaxes acquired by Buyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) Any intercompany deposits with Seller All contracts of insurance, tax records and intercompany receivables from Seller or an Affiliate of Sellertax returns; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerAll Employee Benefits Plans (as defined in Section 3.13(b)); (d) Any claims The right to use the “Gannett” and rights against third parties “Media West” names and the right to participate in any plan, procedure or right that was made available to the Newspaper by or through Gannett, Gannett Co., Inc., a Delaware corporation (including, without limitation, insurance carriers“Parent”), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)any of their affiliates; (e) Cash on hand and in banks and other cash items; (f) All payments made by Seller which constitute prepaid Taxes claims, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment of Sellers related to the businesses of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending Newspaper on or prior to the Closing Date; (fg) Any pension(i) the franchise to be a corporation ; (ii) the organizational documents (including articles or certificate of incorporation or bylaws (as applicable)); (iii) in respect of Sellers which are corporations: (A) the corporate seal, health or welfare plans(B) the minute books, any post-retirement benefits for any employees of Seller (C) the stock books, and all payments made by Seller which constitute prepaid expenses of (D) the Business stock certificates; (iv) the qualifications to transact business as a foreign corporation; (v) the arrangements with registered agents relating to such excluded employee benefits; (g) Seller's depositoryforeign qualifications, payroll taxpayer and other accounts identification numbers; (but not including vi) other records or similar documents relating to the cash organization, maintenance and existence of Sellers as a corporation; and (vii) any other corporate records relating to be transferred to Buyer the corporate organization or capitalization (as contemplated by Section 2.1(a))applicable) of Sellers; (h) All amounts owing to Seller by Source One Spares tangible personal property of Sellers disposed of or consumed in the ordinary course of the business of the Newspaper as permitted under Section 5.1 below or with the consent of Buyer between the date of this Agreement and those assets listed in Schedule 2.2(h); andthe Closing Date; (i) All items of a corporate overhead nature that are controlled by or located at the corporate offices of Parent or Sellers; (j) Any right, property or asset described in Schedule 1.2(j) hereto, including the property and rights which are shared with affiliates of Seller Sellers and not used primarily in the businesses of the Newspaper; (k) Any assets or properties of Seller, tangible or intangible, of every kind and description which are not used primarily in connection with the businesses of the Newspaper; and (l) Sellers’ rights under this Agreement.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign, convey or deliver and Sellers shall retain all right, title and interest in, to and under the following assets, properties, interests and rights of each such Seller (collectively, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to the Business all cash and any prepaid insurance expensescash equivalents that are not OpCo Closing Cash or PropCo Closing Cash; (b) Any intercompany deposits all Contracts of Sellers listed on Schedule 1.3(b) and all Contracts designated for exclusion in accordance with Seller and intercompany receivables from Seller or an Affiliate of SellerSection 1.7 (the “Excluded Contracts”); (c) Seller's franchise all bank accounts listed on Schedule 1.3(c) (for the avoidance of doubt, no OpCo Closing Cash will be held in such retained bank accounts but shall be transferred to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having OpCo Purchaser pursuant to do with the organization and capitalization of SellerSection 1.1(b)); (d) Any claims and rights against third parties (includingall Personal Data that any Seller is required by Law to retain or is prohibited by or would otherwise contravene applicable Law or Sellers’ applicable policies from transferring to a Purchaser, without limitation, insurance carriers), to the extent they relate to liabilities including credit card numbers or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)related customer payment source or social security numbers; (e) All payments made by Seller which Tax Returns that do not constitute prepaid Taxes of the Business and Documents; (f) all claims for refunds of Taxes and other governmental charges Documents (i) to the extent such refunds they primarily relate to periods ending any of the Excluded Assets or Excluded Liabilities or (ii) that any Seller is required by Law to retain or is prohibited by Law from transferring to OpCo Purchaser (collectively, the “Excluded Documents”); provided that, in each case of (i) and (ii), OpCo Purchaser shall have the right, to the extent permitted by applicable Law, to make copies of any portions of any Excluded Documents; (g) all shares of capital stock or other equity interests of any Seller or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (h) any records, documents or other information relating to employees of Sellers who are not Transferred Employees, and any materials containing information about any Transferred Employee, disclosure of which would violate applicable Law; (i) all claims or actions that any Seller may have against any Person to the extent related to any other Excluded Assets or any Excluded Liabilities; (j) Sellers’ corporate charter, minute and stock record books and corporate seal; provided that OpCo Purchaser shall have the right to make copies of any portions of such documents relating to the Acquired Assets; (k) Sellers’ rights under this Agreement, or any agreement, certificate, instrument or other document executed and delivered between any Seller and any Purchaser in connection with the transactions contemplated hereby, or any other agreement between any Seller and any Purchaser entered into on or after the date hereof; (l) any Contracts of Sellers relating to Indebtedness incurred by the Company or any Subsidiary of the Company; and any Contracts between any Seller, on the one hand, and any equity holder of any Seller (including any Person who has the right to acquire equity of any Seller, whether as the result of an exchange, conversion, exercise, or otherwise) in such Person’s capacity as an equity holder of any Seller, on the other hand (including any stock purchase, shareholders’, registration rights or similar agreements), except to the extent expressly included in the Assigned Contracts; (m) any Tax asset, Tax refund, or prepaid Tax of Sellers, other than as set forth in Sections 1.1(v), 1.1(w), 1.2(i), and 1.2(j); (n) all assets, rights and properties to the extent relating to any Seller Plan that is not an Acquired Seller Plan; (o) the Leases related to the Stores set forth on Schedule 1.3(o) (the “GOB Stores”); provided that OpCo Purchaser shall have the right to add (but not remove) any Store to Schedule 1.3(o) on or prior to the day prior to the OpCo Closing Date; (fp) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)Excluded Insurance Policies; and (iq) All rights of Seller under this Agreementthe properties and assets set forth on Schedule 1.3(q).

Excluded Assets. Notwithstanding Section 2.1The Sellers shall retain, and the Buyer shall not purchase, the following assets (collectively, the “Excluded Assets”), all of which shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value of such Excluded Assets shall not be taken into account in the determination exclusive property of the Purchase Price pursuant to Section 2.4Sellers, free and clear of any claim of the Buyer except as provided for herein: (a) Any insurance policies maintained by Seller with respect to The capital stock of the Business Sellers and any prepaid insurance expensestheir respective subsidiaries that is outstanding at the Closing; (b) Any intercompany deposits with Seller The consideration to be delivered by the Buyer to the Sellers pursuant to this Agreement and intercompany receivables from Seller or an Affiliate of Sellerany ancillary agreements; (c) Seller's franchise The rights and benefits which accrue or will accrue to be a corporationthe Sellers under this Agreement and any ancillary agreements; (d) The Sellers’ respective minute books, its certificates of incorporationcorporate seals, bylawsorganizational documents, minutes books stock or membership interest books, consolidated financial statements and tax records and other records having relating exclusively to do with the organization and capitalization of each Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes rights of the Business Sellers in and to all claims for refunds information and matters constituting, subject to, and/or arising out of, the attorney-client privilege and/or attorney work product between any law firm and any Seller as a result of Taxes such law firm’s legal representation of such Seller in connection with the transactions contemplated by this Agreement and other governmental charges any ancillary agreements, except as to any such information and matters relating to the extent such refunds relate rights of the Sellers in, to periods ending on or prior to and under the Closing DateIntellectual Property Rights; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees assets and property disposed of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating Sellers prior to such excluded employee benefits;the Closing in accordance with this Agreement; and (g) That certain lease dated April 3, 2001 by and between Net to Net Technologies GmbH and ▇▇▇▇ Solous-▇▇▇▇▇▇▇’sche Liegenschaftsverwaltung, together with all of such Seller's depository’s right, payroll title and other accounts (but not including interest, if any, in the cash building, office, warehouse or plant space, fixtures and improvements thereon and any security deposits relating to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares such leases and those assets listed in Schedule 2.2(h); and (i) All rights any and all assignable warranties of Seller under this Agreementthird parties covering such buildings, fixtures and improvements.

Excluded Assets. Notwithstanding Section 2.1Each Seller shall retain its right, title and interest in and to the following assets shall be excluded from this Agreement (collectively, the “Excluded Assets”): (i) all Contracts and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account other assets set forth in the determination Section 1.1(b)(i) of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesDisclosure Schedule; (bii) Any intercompany deposits with Seller and intercompany receivables from Seller any equity interests owned by or an Affiliate of any Seller; (ciii) Seller's franchise in the event any Contract of any Seller that is required to be a corporationdisclosed in Section 2.12(a) of the Disclosure Schedule is not so disclosed, and is subsequently identified, Purchaser may, at its certificates of incorporationsole discretion, bylawselect to exclude such Contract from the Purchased Assets, minutes books and other records having to do with the organization and capitalization of Sellersuch Contract shall thereupon be deemed an Excluded Asset; (div) Any claims original minute books, Governing Documents, corporate seals, stock ledgers, and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Tax Returns; (ev) All payments made by Seller which constitute prepaid Taxes of the Business all Employee Benefit Plans (including related agreements and Liabilities), employee handbooks, any agreements or obligations related to any PEO and all claims for refunds of Taxes related Liabilities, and other governmental charges all personnel records required by Law to the extent such refunds relate to periods ending on or prior to the Closing Datebe retained by Sellers; (fvi) Any pensionall insurance policies owned by or issued to any Seller; provided, health that any rights to recover under any such policy and benefits with respect thereto which arise out of conditions existing or welfare plans, any post-retirement benefits for any employees of Seller events occurring on or before the Closing shall be Purchased Assets and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash rights shall be deemed to be transferred assigned to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)Purchaser at Closing; and (ivii) All the rights of Seller Sellers under this AgreementAgreement and the other Transaction Documents. Copies of all documents, agreements and other information related to Excluded Assets shall be provided by or on behalf of Sellers to Purchaser prior to Closing.

Excluded Assets. Notwithstanding Section 2.1Buyer is not acquiring any of Seller’s cash, cash equivalents, receivables, fixed assets not described as part of the Specified Assets or any other asset of Seller that is not within the definition of Specified Assets. Additionally, Specified Assets, as such term is used herein, also shall not include any of the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and of Seller (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (ai) Any insurance policies maintained by all rights of Seller under its licenses or agreements with respect to the Business Adobe Systems Incorporated and any prepaid insurance expensesNovell Inc.; (bii) Any intercompany deposits all rights and obligations of Seller under all existing agreements with Seller and intercompany receivables from Seller all of its other vendors, independent contractors or an Affiliate of Seller; (c) Seller's franchise to be a corporationlicensors, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers)license agreements, maintenance and service agreements and engineering service agreements; provided none of which transfer title to any Intellectual Property owned by Seller; (iii) all of Seller’s customized Intellectual Property that has been previously integrated into products or services licensed or otherwise provided by Seller to third parties or specifically created for customers of the extent they relate Seller after December 7, 2007 other than Buyer and, which, in either case, (i) has not also been provided to liabilities or integrated into products or services licensed to Buyer, or (ii) developed pursuant to or in connection with the Existing Agreements; (iv) all rights and obligations that are not assumed of Seller under all existing agreements with all of its customers, including, without limitation, license agreements, maintenance and service agreements and engineering service agreements with all of its customers, provided none of which transfer title to any Intellectual Property owned by Buyer Seller; (v) all rights of Seller under the Lease (except to the extent Buyer shall have incurred costs and expenses with respect subject to such claims and rightsthe terms of the Sublease); (evi) All payments made the telephone system, telephones, telephone lines, cables, wiring, servers, leasehold improvements (except to the extent rights of ownership or use are granted under the Sublease) and any other tangible assets that are used on a company wide basis by Seller; (vii) any third-party software listed on Schedules 2.1(b) and 2.2(c) hereto that is presently licensed to Seller for the computers and work stations which constitute prepaid Taxes are part of the Business Fixed Assets (except to the extent that consent can be obtained without cost to Seller and without delay in the Closing or as may be otherwise agreed to by Buyer and Seller, in which case Schedules 2.1(b) and 2.2(c) will be appropriately amended); (viii) all claims of Seller’s trademarks, service marks, trade names, trademark and service m▇▇▇ applications, domain names and websites; (ix) any Intellectual Property developed or created after December 7, 2007 that has not been developed, created or utilized for refunds of Taxes and other governmental charges the Buyer or integrated into products or services licensed to Buyer or developed pursuant to or in connection with the Existing Agreements; and (x) any Intellectual Property purchased after December 7, 2007, except to the extent such refunds relate Intellectual Property is provided to periods ending on or prior integrated into products or services licensed to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this AgreementBuyer.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained in this Agreement, the following Purchased Assets shall expressly exclude the following, and only the following, assets shall be excluded from this Agreement and rights of the Sellers (collectively, the “Excluded Assets”), which shall not be sold, conveyedtransferred, assigned, transferred assigned or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Buyer: (ai) Any all cash, cash equivalents, certificates of deposit, bank deposits and marketable securities whether on hand or in accounts (other than the Security, Waiting List and Sale Deposits); (ii) the “Minimum Liquid Reserve” accounts owned or created by the Sellers pursuant to Chapter 651, Florida Statutes; (iii) insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensespremiums, self-funded insurance programs and the assets or proceeds thereof (except to the extent described in Section 2.1(a)(xvi)); (biv) Any intercompany deposits the Health Center Lease, the Credit Agreement with Seller the Health Center Operator, including the right to receive repayment of borrowings thereunder, and intercompany receivables from Seller or an Affiliate of Sellerthe service agreements with the Health Center Operator (other than the Health Center Agreement Indemnities described in Section 2.1(a)(xvii)) (collectively, the “Health Center Agreements”); (cv) Seller's franchise to be a corporationall Excluded Contracts, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers)the Collective Bargaining Agreements, the Multiemployer Pension Plan and the Medical Director Agreement between Freedom Village Nursing Center and Werther ▇. ▇▇▇▇▇▇▇▇▇ and all assets, properties and rights derived therefrom; (vi) any security deposits, claims for security deposits or rights to receive security deposits paid by the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses Sellers with respect to such claims and rights)the operation of the Facility; (evii) All payments any deposits, escrows, or reserves for real estate taxes, insurance, furniture, fixtures and equipment or otherwise made by Seller which constitute prepaid Taxes to any lender of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateSellers; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding the provisions of Section 2.11.1(a), Buyer shall not be entitled to purchase, nor shall Seller be required to sell, whether or not relating to the Business, any other asset of Seller, including without limitation, the following assets shall be excluded from this Agreement and shall not be sold(collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"): (ai) Any insurance policies maintained by Income and franchise tax returns, information returns, reports, elections and work papers of Seller (it being understood that upon request, Buyer shall have reasonable access to copies of any such documents relating to the Business subject to any applicable confidentiality obligations of Seller with respect to the Business such documents imposed by applicable law), and any rights to income tax refunds and prepaid insurance expensesincome taxes; (bii) Any intercompany deposits right and interest of Seller in this Agreement and any other agreements and instruments to be executed by Seller in connection with Seller the sale of the Purchased Assets and intercompany receivables from Seller or an Affiliate of Sellerother transactions contemplated by this Agreement; (ciii) Except as otherwise provided herein, any and all of Seller's franchise insurance policies, including all rights to be a corporationcoverage, its certificates of incorporation, bylaws, minutes books all proceeds and other records having to do with the organization and capitalization of Sellerall prepaid insurance under such policies; (div) Any claims The cash, cash equivalents, investments and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees securities of Seller and all payments made by accounts receivables of Seller which constitute prepaid expenses of not related to the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including it being understood that Buyer is purchasing the cash to be transferred to Buyer Accounts Receivable as contemplated by set forth in Section 2.1(a1.1(a)(v)); (hv) All amounts owing real property owned or leased by Seller and whether or not relating to the Business, except as specifically set forth in Section 1.1(a); (vi) All of Seller's rights and liabilities under the Verus stock purchase agreement, which shall include any subsequent investment in Verus by Seller; (vii) All contracts and agreements of Seller, whether or not relating to the Business, other than the Client Contracts and the Assumed Contracts set forth in Section 1.1(a); (viii) Seller's corporate seal, charter and minutes and stock record books; (ix) All motor vehicles owned or leased by Seller by Source One Spares and those assets listed in Schedule 2.2(h)whether or not relating to the Business; and (ix) All assets and rights of Seller under this AgreementSeller, whether used in the Business or not, not set forth in Section 1.1(a).

Excluded Assets. Notwithstanding Section 2.1The Business Sellers will retain and not transfer, and the Purchaser will not purchase or acquire, the following assets shall be excluded from this Agreement and shall not be soldAssets (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to of the Assets of the Business Sellers which do not primarily relate to and any prepaid insurance expensesare not used primarily in the conduct of the EHP Business, including the distribution agreement entered into with GEODIS; (b) Any intercompany deposits with Seller The “N▇▇▇▇▇”, “Rubbermaid” and intercompany receivables from Seller “Take Along” terms, trademarks and brands and all intellectual property rights related thereto, whether registered, unregistered or subject to an Affiliate of Sellerapplication for registration; (c) Seller's franchise to be a corporationAll insurance policies except as otherwise expressly provided in this Agreement, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Sellerincluding as set forth in Section 6.14; (d) Any claims and rights against third parties Without prejudice to Section 1.3 (including, without limitation, insurance carrierse), the following books and records: any books and records that a Business Seller is required by law to retain, any tax reports and returns, the extent they relate Business Seller’s corporate minute books, any other books and records relating to liabilities internal corporate matters, and any other books and records relating to financial relationships with the Business Seller’s lenders or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)affiliates; (e) All payments made by Seller which constitute prepaid Taxes of the Business Any claims, rights and all claims for interest in and to any refunds of any Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Datefor which Parent is responsible under Article VII hereof; (f) Any pension, health or welfare plans, any post-retirement benefits for any All employees of any Business Seller not included in the Business Transferred Employees and all payments made by Seller which constitute prepaid expenses any office equipment exclusively assigned to such employees of the Business relating to Seller (including laptop computers, cell phones and related equipment) and the benefit of services provided for such excluded employee benefits;equipment under the terms of servicing and maintenance contracts with service providers; and (g) Seller's depositoryAll shared services provided to any Business Seller by Parent or any Affiliate of Parent that is not an EHP Subsidiary, payroll and other accounts (but not including the cash except any services to be transferred furnished pursuant to Buyer Section 6.11 hereto or as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreementotherwise expressly provided herein.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained herein, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in include the determination of following items (collectively, the Purchase Price pursuant to Section 2.4:“Excluded Assets”): (a) Any insurance policies maintained by Seller with respect All of Seller’s bank accounts, cash, cash equivalents and securities except to the Business and extent any prepaid insurance expensesportion thereof is subject to the prorations or reconciliation procedures set forth herein; (b) Any intercompany All replacement and tax escrow reserves, utility deposits with Seller and intercompany receivables from Seller or an Affiliate workers compensation trust assets of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization All prepaid expenses of Seller, including insurance prepayments; (d) Any claims All automobiles, vans, buses or other vehicles and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed cell phones owned by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Sellers; (e) All payments made by accounts receivable of Seller which constitute prepaid Taxes including receivables from any Affiliate of the Business Seller, accounts receivable relating to Residents’ fees and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or rents and/or services provided prior to the Closing DateEffective Time, whether from any Governmental Authority, Resident or other person or entity whatsoever; (f) Any pensionExcept as otherwise expressly provided in this Agreement (including with respect to the Move-In Deposits), health all refunds or welfare plans, any post-retirement benefits for any employees reimbursements of Seller whatever nature or description which relate to or are attributable to the period prior to the Effective Time and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsdeposits, escrowed funds and similar funds; (g) Seller's depositoryExcept to the extent otherwise expressly provided in this Agreement, payroll all claims, disputes and other accounts (but not including litigation, and all amounts of any nature or description relating thereto, to the cash extent such dispute, claim or litigation is related to be transferred the period prior to Buyer as contemplated by Section 2.1(a))the Effective Time; (h) All amounts owing to Seller by Source One Spares of Seller’s rights and those assets listed in Schedule 2.2(h)benefits under this Agreement; and (i) All rights Seller’s organizational documents, minute books and other books and records except to the extent needed for the operation of Seller under this Agreementthe Facilities; (j) Those additional items set forth on Schedule 1.2(k).

Excluded Assets. Notwithstanding Subject to Section 2.12.5, nothing in this Agreement will constitute or be construed as conferring on Purchaser, and Purchaser is not acquiring, any right, title or interest of Seller in or to the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller the assets listed or described on Schedule 2.2(a), which are associated with respect to the Business and any prepaid insurance expensesAssets but are specifically excluded from the sale; (b) Any intercompany deposits with Seller certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and intercompany receivables from Seller or an Affiliate of Sellerinterests in joint ventures, partnerships, limited liability companies and other entities; (c) Seller's franchise all cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise) in existence and/or due as of the Closing, except for such assets on deposit with, or under the control of, the Operating Agent; provided, that such exception shall not apply to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do such assets set forth on Schedule 2.2(c) which are associated with the organization and capitalization of SellerExcluded Liabilities; (d) Any claims any and rights against third parties (includingall data and information pertaining to customers of Seller or its Affiliates, without limitation, insurance carriers), unrelated to the extent they relate to liabilities Assets or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Assumed Liabilities; (e) All payments made rights in, to and under all agreements and arrangements of any nature, which are not assigned to Purchaser under the terms of this Agreement, including any agreements for the sale by Seller which constitute prepaid Taxes of energy, capacity or ancillary services from the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or Facilities prior to the Closing DateClosing, and any trade accounts receivable and all collateral, security arrangements, notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of or related to such sales, including any rights with respect to any third party collection procedures or any other actions or proceedings which have been commenced in connection therewith; (f) Any pension, health or welfare plansrights of Seller arising under this Agreement, any post-retirement benefits for any employees of Seller instrument or document executed and all payments made by Seller which constitute prepaid expenses of delivered pursuant to the Business relating to such excluded employee benefitsterms hereof, or the transactions contemplated hereby; (g) Seller's depository, payroll any and other accounts (but all books and records not including the cash to be transferred to Buyer as contemplated by described in Section 2.1(a)2.1(j); (h) All amounts owing any rights in, to and under (i) any claims, rights or causes of action against any third parties (including indemnification, contribution and insurance claims) relating to the Excluded Assets or Excluded Liabilities, whether occurring prior to, on or after the Closing, if any, including any claims for refunds, prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like; whether received as payment or credit against future liabilities, (ii) any insurance proceeds or condemnation awards, to the extent that such insurance proceeds or condemnation awards relate to costs and expenses incurred by Seller with respect to such event requiring the payment of insurance proceeds or condemnation awards (in connection with Section 6.4 or otherwise), (iii) any actual or potential claim or cause of action as a Facilities Owner against the Operating Agent, whether known or unknown, contingent or accrued, arising prior to and in existence at the Closing relating to the Excluded Assets or Excluded Liabilities, and (iv) any claims for refunds, credits, prepayments, offsets, recoupments, judgments and the like relating to Taxes (claims described in clauses (i) — (iv), “Excluded Claims”); (i) all privileged or proprietary books, records, materials, documents, information, drawings, reports, operating data, operating safety and maintenance manuals, inspection reports, engineering design plans, blueprints, specifications, and procedures and similar items not owned by the Facilities Owners in common or by the Operating Agent as agent for the Facilities Owners and any and all rights to use the same, including, without limitation, intangible assets of an intellectual property nature such as trademarks, service marks and trade names (whether or not registered), computer software that is proprietary to Seller, or the use of which under the pertinent license therefor is limited to operation by Seller or its Affiliates or on equipment owned by Seller or its Affiliates; (j) the right to receive mail and other communications relating to any of the Excluded Assets or Excluded Liabilities, all of which mail and other communications shall be promptly forwarded by Purchaser to Seller; (k) Emission Allowances for sulfur dioxide (SO2) (“SO2 Emission Allowances”) consisting of (i) that portion of the SO2 Emission Allowances assigned to Seller for the period the Plant is operated by Source One Spares Seller prior to Closing or otherwise required to be provided to Owner to meet any compliance obligations during its ownership and those operation of the Acquired Interest (whether before or after Closing), and (ii) any SO2 Emission Allowances that, pursuant to the Consent Decree, may not be transferred; (l) Properties, assets listed and rights of Seller that are not used in Schedule 2.2(h)the ownership or operation of the Assets or rights that relate primarily to the Excluded Liabilities; (m) the Excluded Switchyard Interests and any and all transmission rights of Seller other than the Facilities Switchyard; and (in) All any rights specifically excluded from the definition of the Assets under Section 2.1. At any time or from time to time, up to ninety (90) days following the Closing, any and all of the Excluded Assets that are not part of the Facilities or the Facilities Switchyard may be removed from the Facilities and the Facilities Switchyard by Seller (at no expense to Purchaser, but without charge by Purchaser for temporary storage) provided that Seller shall do so in a manner that does not unduly or unnecessarily disrupt normal business activities at the Facilities and the Facilities Switchyard and Seller provides Purchaser with reasonable notice of its intent to remove such Excluded Assets, and provided further that Excluded Assets may be retained at the Facilities and the Facilities Switchyard to the extent permitted by easements, licenses, agreements or similar arrangements in favor of Seller under that have not been assigned to Purchaser pursuant to this Agreement. Further, if Purchaser is in possession of an Excluded Asset that is not part of the Facilities or the Facilities Switchyard following Closing, promptly following the written request of Seller, Purchaser shall make arrangements to deliver to Seller such Excluded Asset at Seller’s sole cost and expense.

Excluded Assets. Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account in the determination include, and neither Seller nor any Affiliate is granting, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Affiliate, any of the Purchase Price pursuant to Section 2.4: rights, properties or assets set forth or described in paragraphs (a) Any insurance policies maintained through (l) below (the rights, properties and assets expressly excluded by Seller with respect this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the Business and “Excluded Assets”): (a) any prepaid insurance expenses; of Seller’s or its Affiliate’s receivables, cash, cash equivalents, bank deposits or similar cash items; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; Inventory; (c) Seller's franchise Intellectual Property or Information, including Trade Secrets and manufacturing know-how including but not limited to be a corporationthose in Schedule 2.2(c), its certificates of incorporation, bylaws, minutes books and owned or controlled by Seller or any Affiliate other records having to do with than the organization and capitalization of Seller; Assigned Intellectual Property; (d) Any claims and rights against third parties any (including, without limitation, insurance carriers), i) confidential personnel records pertaining to the extent they relate to liabilities or obligations that are not assumed by Buyer (any Business Employee except to the extent Buyer shall have incurred costs required to be transferred by applicable Law; (ii) other books and expenses with respect records that Seller or any Affiliate of Seller is required by Law to such claims retain; and rights(ii) any information management system of Seller or any Affiliate of Seller other than those exclusively related to or exclusively used in the operation or conduct of the Target Business or the Purchased Assets whether or not contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(b); (ei) All payments made by Seller which constitute prepaid Taxes any interest in and to any owned real property and any leased real property; (j) any of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement (or under any other agreement between Seller, on the one hand, and Buyer, on the other hand, entered into on or after the date of this Agreement); (k) any interest in any Subsidiary of Seller; and (l) except as specified in Section 2.1 or in the Intellectual Property License Agreement, all other assets, properties, interests and rights of Seller or any Affiliate that are not Purchased Assets.

Excluded Assets. Notwithstanding anything to the contrary set forth in Section 2.11.2, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Acquired Assets shall not be taken into account in include the determination following assets, properties and rights of the Purchase Price pursuant to Section 2.4:Seller (collectively, the “Excluded Assets”): (a) Any insurance policies maintained by Seller with respect all cash, cash equivalents or marketable securities and all rights to any bank accounts of the Business and any prepaid insurance expensesSeller; (b) Any intercompany deposits with all of the assets, properties and rights of the Seller and intercompany receivables from Seller or an Affiliate of Sellernot primarily related to the Business; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books all ownership and other records having rights with respect to do with the organization and capitalization of SellerCompany Benefit Plans; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), any License or similar right that by its terms is not transferable to the extent they relate to liabilities or obligations that are Purchaser, including those indicated on Schedule 3.22 as not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)being transferable; (e) All payments made by Seller which constitute prepaid Taxes the membership interests or other equity interests of the Business and all claims Seller; (f) any interest in or right to any refunds, credits or other assets or rights with respect to any income Taxes paid by the Seller or other Taxes for refunds of Taxes and other governmental charges to which the extent such refunds relate to periods Seller is responsible for any applicable taxable period (or portion thereof) ending on or prior to the Closing Date; (fg) Any pensionthe Organizational Documents, health or welfare plansminute books, any post-retirement benefits for any employees membership and stock ledgers, Tax identification numbers, books of Seller account and all payments made by Seller which constitute prepaid expenses other constituent records relating to the legal formation of the Seller (provided, however, in each case to the extent related to the Business relating and to such excluded employee benefits; (g) Seller's depositorythe extent permitted by Law, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)Seller shall provide copies thereof promptly upon the Purchaser’s request); (h) All amounts owing any claims against any Person to the extent such claims are primarily related to the Excluded Assets or the Excluded Liabilities; (i) the rights which accrue or will accrue to the Seller by Source One Spares under this Agreement and those assets listed in Schedule 2.2(h)the Ancillary Agreements; (j) all contracts that are not Assumed Contracts; and (ik) All rights of Seller under this Agreementall assets listed on Schedule 1.3(k).

Excluded Assets. Notwithstanding In accordance with the last clause of the first paragraph of Section 2.1, the following assets shall be excluded from nothing in this Agreement will constitute or be construed as conferring on Purchaser, and Purchaser shall not be soldentitled or required to purchase or acquire, conveyedany right, assignedtitle or interest in, transferred to or delivered to Buyer pursuant hereto; under the following assets, interests, properties, rights, licenses or contracts (the "Excluded Assets"): Any mobile equipment and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained tools owned by Seller with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books Independent Contractors and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (includingother than any Person in the Seller Group) and located at the Project and related inventory items for the operation and maintenance of such mobile equipment and tools owned by Independent Contractors and other third parties (other than any Person in the Seller Group) and located at the Project, without limitationand any Tangible Personal Property, insurance carriers), Purchased Inventory or Prepaid Items to the extent they relate to liabilities consumed or obligations that are not assumed by Buyer (except disposed of prior to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes Closing, in each case in the ordinary course of the conduct of the Business consistent with past practice and all claims the provisions of this Agreement, including the provisions of Section 6.4; Any of the assets, properties, rights or interests, owned, used, occupied or held by or for refunds the benefit of Taxes and other governmental charges Seller that are listed or described in Schedule 2.2(b) or that Purchaser, in a writing or writings delivered to the extent such refunds relate to periods ending on or Seller at least 10 days prior to the Closing Date; , identifies as not desired by Purchaser to be included within, or to constitute a part of, the Purchased Assets; All of the rights and interests, and all of the liabilities and obligations, of Seller in, to, under or pursuant to any Project Contract other than the Purchased Project Contracts or that Purchaser, in a writing or writings delivered to Seller at least 10 days prior to the Closing Date, identifies as not desired by Purchaser to be included within, or to constitute a part of, the Purchased Assets; To the extent applicable to any current, former or future Project Employees or their employers, or to the Project or the Business, any of the following, and any funds and property held in trust or any other funding vehicle pursuant to, (fi) Any any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) (ii) any other severance pay, stay pay, salary continuation, bonus, incentive, stock option or other equity-based, retirement or early retirement, pension, health or welfare profit sharing, deferred compensation, welfare, vacation/holiday plans, contracts, programs, funds or similar arrangements, and (iii) all other employee fringe or other benefit plans, contracts, programs, funds or similar arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic adopted, maintained, sponsored, contributed to or made available for the benefit of such Project Employees and/or with respect to which Seller, any postIndependent Contractor or any Predecessor-retirement benefits for in-Interest has any employees of Seller and ongoing obligation or actual or potential ongoing liability whatsoever (all payments made by Seller which constitute prepaid expenses of the Business relating above being hereinafter referred to such excluded employee benefits; (g) individually as a "Project Employee Plan" and collectively as the "Project Employee Plans"), and in particular, but without limitation, neither Purchaser nor any of its Affiliates shall be deemed to have assumed any Project Employee Plan by reason of any provision of this Agreement; Except to the extent described as Purchased Assets in Schedule 2.1(g), books and records of Seller, including Seller's depositoryminute books, payroll limited liability company interest books, limited liability company interest ledger and other company seal; Cash, cash equivalents, bank deposits, and accounts (but not and notes receivable, trade or otherwise, including any amounts due under the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares Tolling Agreement and those assets any posted collateral; The advance payments, accruals, prepayments, prepaid expenses, deposits or the like listed in Schedule 2.2(h2.2(g); and (i) All rights Rights of Seller arising under this Agreement, the Ancillary Agreements or any other instrument or document executed and delivered pursuant to the terms of this Agreement; The right to receive mail and other communications relating to any of the Excluded Assets or Excluded Liabilities, all of which mail and other communications shall be promptly forwarded by Purchaser to Seller to the extent received by Purchaser; All refunds or credits, if any, of taxes due to or from Seller (but nothing herein shall limit the effect of the prorations and allocations of Tax liabilities elsewhere in this Agreement); That certain Tolling Agreement (the "NEG Tolling Contract") dated as of May 7, 2002 between Attala Generating Company, LLC ("AGC") and Attala Energy Company, LLC ("AEC"), that certain Guarantee dated as of May 7, 2002 by PG&E National Energy Group, Inc. (currently known as National Energy Gas & Transmission, Inc. "NEG"), in favor of AGC, guaranteeing the payment obligations of AEC under the NEG Tolling Contract, that certain Facility Lease Agreement dated as of May 7, 2002 between VCC ATTALA OL LLC, as Owner Lessor, and Attala Generating Company, LLC, as Facility Lessee and that certain Facility Lease Agreement dated as of May 7, 2002 between TCC ATTALA OL LLC, as Owner Lessor, and Attala Generating Company, LLC, as Facility Lessee (the "NEG Contracts"); All claims or causes of action against any third parties including claims under warranties and guarantees, indemnification claims, contribution claims or claims for refunds, prepayments, offsets, recoupment, judgments and the like to the extent related to the Project or the Business and owned by Seller other than the claims or causes of action listed or described in Sections 2.1(h) and 2.1(i); Any contract, agreement, arrangement or commitment of any nature in respect of any intercompany transaction between Seller, on the one hand, and any of the Seller Group, on the other hand, whether or not such transaction relates to any contribution to capital, loan, the provision of goods or services, tax sharing arrangements, payment arrangements, intercompany advances, charges or balances, or the like (collectively, the "Intercompany Arrangements"); and The Transmission Assets. No designation by Purchaser of any asset as an Excluded Asset pursuant to subsections (b) or (c) of this Section 2.2 shall serve to reduce the Purchase Price. At any time or from time to time, up to thirty (30) days following the Closing, any and all of the tangible Excluded Assets may be removed from the Project by Seller (at no expense to Purchaser, but without charge by Purchaser for temporary storage), provided that Seller shall do so in a manner that does not unduly or unnecessarily disrupt normal business activities at the Project.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, the following assets of the Company shall be excluded from this Agreement retained by the Company and shall are not be soldbeing sold or assigned to the Buyer hereunder (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"): (a) Any insurance policies maintained by Seller with respect to all Avoidance Actions (including the Business and any prepaid insurance expensesproceeds thereof); (b) Any intercompany deposits with Seller all cash, cash equivalents and intercompany receivables from Seller or an Affiliate of Sellermarketable securities; (c) Seller's franchise to be a corporationall capital stock of the Company and of Pella Plastics, its certificates Incorporated, an Iowa corporation and wholly owned subsidiary of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerCompany ("Pella"); (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Company Benefit Plans; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and Company Real Property (other governmental charges than with respect to the extent such refunds relate rights granted to periods ending on or prior Buyer pursuant to the Closing DateSection 5.17 of this Agreement); (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller all computer hardware (including desktop and laptop computers and other systems hardware and networking hardware) and all payments made by Seller which constitute prepaid expenses off-the-shelf operating systems and software programs used in connection therewith (in each case, other than computer hardware and software related to the Company's communication systems); and all manuals, forms, guides and other materials used in connection therewith; provided, that (i) the NetSuite Agreement and all software related thereto and (ii) any software required for the operation of the Business relating to such Customer Program Websites are excluded employee benefits;from the foregoing and shall be Purchased Assets. (g) Seller's depositoryother than the Purchased Equipment, payroll all office furnishings, display racks, shelves, decorations, equipment, fixtures and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))supplies; (h) All amounts owing the organizational documents, seals, minute books and other documents of the Company relating exclusively to Seller 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. (i) prepaid Taxes and prepaid expenses to the extent pertaining to Excluded 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 kind (including rights under and pursuant to all warranties, representations and guarantees made by Source One Spares suppliers of products, materials or equipment or components thereof) to the extent pertaining to any Excluded Assets and those assets listed Excluded Liabilities and Obligations; (m) the Company's interest in Schedule 2.2(h▇▇▇▇▇▇ Manufacturing Co. v. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a/b/a/ Maxxstar, Case # LAC118379, pending on appeal from Jasper Court District Court in Iowa; (n) the Company's interest in the following Company-owned life insurance policies with Principal Life Insurance Company: (i) Insured Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (Policy No. 3811075, (ii) Insured Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Policy No. 3925421) and (iii) Insured Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ (Policy No. 4235269); and (io) All all rights of Seller the Company under this Agreement.

Excluded Assets. (1) Notwithstanding Section 2.1any other provision of this Agreement, the following assets shall be excluded from this Agreement assets, properties and rights (the "Excluded Assets") are not included in the Acquired Assets, and KBI shall not be soldconvey to KBI Sub, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets KBI Sub shall not be taken into account acquire from KBI, any rights in the determination or to any of the Purchase Price pursuant to Section 2.4following: (a) Any insurance policies maintained cash and cash equivalents in excess of the amount provided for in Section 3.3(d) hereof; (b) all inventories, including without limitation finished goods, work-in-progress, raw materials, packaging materials, and goods held for sale or to be furnished under Contracts, owned, used or held for use by Seller KBI with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Sellerthe "Inventory"); (c) Seller's franchise the Butterfly Loan Agreements and the Inter-Affiliate License Agreement, which are to be a corporationterminated at the Closing in accordance with Sections 2.2(a) and 2.8, its certificates respectively, of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerMaster Restructuring Agreement; (d) Any claims the following Contracts: (i) the 1982 JV Agreement and rights against third parties (includingthe Ancillary Agreements referred to therein, without limitation, insurance carriers), as such agreements have been amended or amended and restated prior to the extent they relate date hereof; (ii) the Consolidated Income Tax Return Tax Sharing Agreement to liabilities or obligations that are not assumed which KBI is a party; and (iii) (x) the License Agreement made and entered into as of January 1, 1992 by Buyer and between TR and Baye▇ ▇▇, (except to ▇) the extent Buyer shall have incurred costs License Agreement made and expenses entered into as of November 1, 1994 between TR and KBI, and (z) the Supply Agreement made and entered into as of November 1, 1994 between TR and KBI, each with respect to such claims the product consisting of the combination of enalapril and rights);felodipine. (e) All payments made by Seller which constitute prepaid Taxes of the Business Master Restructuring Agreement, the other Initial Agreements and all claims for refunds of Taxes and other governmental charges to the extent Ancillary Agreements (as such refunds relate to periods ending on or prior to terms are defined in the Closing DateMaster Restructuring Agreement); (f) Any pension, health or welfare plans, the following securities: (i) the KBI-E Shares; (ii) the KBI-P Shares; (iii) the KBI Sub Shares; and (iv) the outstanding shares of any post-retirement benefits for any employees other subsidiary of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsKBI; (g) Seller's depositoryall Intellectual Property, payroll and other accounts (but not including Technology or Technical Information licensed to KBI under or pursuant to any of the cash to be transferred to Buyer as contemplated by Section 2.1(a))Contracts included in the Excluded Assets; (h) All amounts owing assets conveyed by KBI pursuant to Seller the Trademark Rights Contribution Agreement or the Selected Compounds Contribution Agreement; (i) all claims, rights, credits and interests arising under, resulting from or related to any Excluded Asset, including without limitation warranties and guarantees; (j) all rights, choses in action, claims, counterclaims, credits, rights of recovery and set-off and other similar rights related to any Excluded Liability, including without limitation warranties and guarantees, held by Source One Spares or in favor of KBI; (k) any rights to refunds, credits, overpayments or other adjustments with respect to Income Taxes; 14 11 (l) any right, title or interest in the "TR" name or the TR logo and those assets listed in Schedule 2.2(h)any derivation of such name or logo, subject to the limited and temporary right to use such name as specifically permitted by Section 3.4 of the Master Restructuring Agreement; and (im) All rights KBI's corporate seal, minute books, stock ledger, Income Tax returns and duplicate copies of Seller under this Agreementall books and records.

Excluded Assets. Notwithstanding Section 2.1The following items are not part of the sale and purchase contemplated hereunder and are excluded from the Facilities Assets (collectively, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"); (a) Any insurance policies maintained by Seller with respect short term investments listed on Schedule 1.2(a) hereto, as such items may be modified prior to the Business Closing in the ordinary course of business, and any prepaid insurance expensescash and cash equivalents; (b) Any intercompany deposits with Seller inventory and intercompany receivables from Seller supplies disposed of or an Affiliate exhausted after the date hereof and prior to the Closing Date in the ordinary course of Sellerbusiness, and any other assets transferred or disposed of in the ordinary course of business; (c) Seller's franchise insurance benefits, including proceeds, paid in connection with claims arising out of liabilities and obligations retained by the Sellers pursuant to be a corporationSection 1.8 and, its certificates to the extent such benefits constitute payments of incorporationfunds received by any HGA Affiliate through the Closing Date from any Government Reimbursement Program or other insurer in respect of services rendered through the Closing Date to patients of any of the Facilities, bylaws, minutes books and other records having to do with the organization and capitalization such payments of Sellerfunds; (d) Any claims personnel records and rights against third parties any other records which any of the HGA Affiliates is required by law to retain in its possession (including, without limitation, insurance carriersprovided that the HGA Affiliates will deliver copies of such personnel records to Buyers as provided in Section 1.1(e), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending Contracts listed on or prior to the Closing DateSchedule 1.2(e) hereto; (f) Any pensionrecords with respect to any litigation as to which an HGA Affiliate will retain liability as provided in Section 1.8(i) (provided that the HGA Affiliates will deliver copies of such records to Buyers as provided in Section 1.1(e)), health or welfare plansall documents and records relating to the American Arbitration Association proceeding relating to the Contract identified at item 1 set forth on Schedule 1.1 (e) involving Hampton Medical Group and HGA-NJ, including, but not limited to, all related billing slips, contracts with physician's groups and correspondence with Blue Cross (provided that the HGA Affiliates will deliver copies of such documents and records to Buyers as provided in Section 1.1(e)), and internal records maintained by ▇▇▇▇▇▇ with respect to any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating HGA Affiliates, but only to the extent such excluded employee benefitsrecords are not necessary for the continued operation of the Facilities in the manner in which they are currently being operated; (g) Seller's depository, payroll and any other accounts (but not including assets expressly designated in the cash Schedules to be transferred to Buyer this Agreement as contemplated by Section 2.1(a))Excluded Assets; (h) All amounts owing all of the shares of capital stock of Hospital Group of Delaware, Inc. ("HGD") and any interest in MeadowWood Health Services, LLC ("MeadowWood") and all of the working capital and other assets owned or otherwise used exclusively by any HGA Affiliate or by HGD or MeadowWood in connection with the operation of the business of HGD or MeadowWood; (i) any and all other assets agreed to Seller by Source One Spares Buyers and those assets listed in Schedule 2.2(h)Sellers as excluded prior to the Closing; and (ij) All rights except for the Contracts described in Section 1.1(p), any Employee Benefit Plan of Seller under this Agreementany Seller, and any Contract or other asset relating to any such Employee Benefit Plan, including, without limitation, The ▇▇▇▇▇▇ Companies, Inc. 401(k) Savings Plan and any Contracts or assets relating thereto.

Excluded Assets. Notwithstanding Section 2.1, the The following assets shall be excluded from this Agreement and shall of Seller are not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account included in the determination of Transferred Assets and are not being transferred hereby (the Purchase Price pursuant to Section 2.4:“Excluded Assets”): HNZW/512200_6.doc/2887-181 (a) Any insurance policies maintained by Seller with respect to All Employee Benefit Plans, including, without limitation, the Business assets thereof and any prepaid insurance expensesexpenses related thereto; (b) Any intercompany deposits with Seller All books, records, files, and intercompany receivables from Seller papers (whether in hard copy or an Affiliate computer format) (i) that are not used in, or that do not relate to or affect, the Facilities, including sales and promotional literature, manuals and data, sales and purchase correspondence, (2) that are not solely related to the business and/or operation of Sellerthe Facilities and (3) that relate to the Excluded Assets or Liabilities not assumed by Purchaser; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with All Contracts not specifically set forth on Schedule 2.1(d) (the organization and capitalization of Seller“Excluded Contracts”); (d) Any claims All cash, cash equivalents, securities and investments, and accounts receivable, notes receivable, premiums receivable, commissions receivable, and other rights against third parties (includingto receive payments from customers or Residents or from others, without limitation, insurance carriers), including all trade accounts receivable representing amounts payable to Seller for services rendered to Residents prior to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Effective Time; (e) All payments made by Seller which constitute prepaid Taxes of Any Governmental Authorization that relates to or affects the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on Facilities but is not assignable or prior to the Closing Datetransferable; (f) Any pension, health All personnel and employment records that relate to former or welfare plans, any post-retirement benefits for any current employees of Seller and all payments made by Seller which constitute prepaid expenses the Facilities, except to the extent that Laws require such records, or copies of such records, to remain at the Business Facilities, provided that copies of employment records relating to such excluded employee benefitsthe Transferred Employees shall be provided to Purchaser; (g) Seller's depository, payroll and other accounts (but not including the cash Any insurance policies to be transferred to Buyer as contemplated by Section 2.1(a))which Seller is a party; (h) All amounts owing Seller’s right to Seller by Source One Spares and those assets listed in Schedule 2.2(hany of its trade names, trademarks or service marks (collectively, the “Marks”); and (i) All rights Any other property of Seller under this Agreementnot expressly described in Section 1.

Excluded Assets. Notwithstanding Section 2.1the foregoing, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account in include the determination of following (herein referred to as the Purchase Price pursuant to Section 2.4:“Excluded Assets”): (a) Any insurance policies maintained by All Contracts of Seller with respect to other than (i) the Business Assumed Contracts and (ii) any prepaid insurance expensesContract that is a Purchased Asset (collectively, the “Excluded Contracts”); (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of SellerThe Nexstar Claims; (c) Seller's franchise All records and documents prepared or acquired in connection with or relating to be a corporation, its certificates the sale or transfer of incorporation, bylaws, minutes books and other records having to do the Stations in connection with the organization Bankruptcy Case, including bids received from others and capitalization of Selleranalyses relating to the Stations and the Purchased Assets; (d) Any All rights, Causes of Action, and claims and rights of Seller, whether mature, contingent or otherwise, against third parties (including, without limitation, insurance carriers), to the extent they relate solely relating to liabilities any Excluded Asset or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Excluded Liability; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateThe items designated in Schedule 2.2(e) as “Excluded Assets”; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller The Retained Names and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsMarks; (g) Seller's depositoryAll records and documents solely to the extent relating to Excluded Assets or Excluded Liabilities (including, payroll and other accounts (but not including for the cash avoidance of doubt, those solely to be transferred the extent relating to Buyer as contemplated by Section 2.1(a)the Nexstar Claims); (h) All amounts owing to Seller shares of capital stock or other equity securities issued by Source One Spares and those assets listed in Schedule 2.2(h); andSeller; (i) All bank and depository accounts of the Seller, including funds in such accounts in an amount not to exceed the Wind Down Amount; and (j) Any rights of or payment due to the Seller or its Affiliates, under or pursuant to this AgreementAgreement or the other Ancillary Agreements with the Buyer or any of its Affiliates contemplated hereby.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1.1 or elsewhere in this Agreement, the following assets shall be Assets of Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from this Agreement the Specified Assets and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value property of such Excluded Assets shall not be taken into account in Seller after the determination of the Purchase Price pursuant to Section 2.4Closing: (a) Any insurance policies maintained by Seller with respect to the Business All of Seller’s Cash Assets and any prepaid insurance expensesbank accounts; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate All of Seller;’s Accounts Receivable for services rendered prior to the Effective Date. (ci) Seller's franchise to be a corporation’s corporate minute books, its certificates of incorporation, bylaws, minutes stock books and other related organizational documents; (ii) Seller’s tax records; and (iii) Seller’s files, books and records having relating to do with the organization and capitalization of Excluded Assets or to Seller’s Obligations not included in the Specified Liabilities; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)shares of capital stock of Seller held in treasury; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes personnel records and other governmental charges records that Seller is required by Law to the extent such refunds relate to periods ending on or prior to the Closing Dateretain; (f) Any pension, health or welfare plans, any post-retirement benefits all claims for any employees refund of Seller Taxes and all payments made by Seller which constitute prepaid expenses other Governmental Body charges of the Business relating to such excluded employee benefitswhatever nature; (g) Seller's depositoryall rights under all Insurance Policies owned, payroll held or maintained by Seller or its predecessors (except as set forth in Section 2.1.1(f) and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a2.1.1(j));. (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All all rights of Seller under this Agreement and all agreements contemplated hereby; (i) those assets set forth on Schedule 2.1.2; and (j) causes of action and other legal rights and remedies of Seller (i) against Buyer with respect to this Agreement and the transactions contemplated by this Agreement; or (ii) to the extent relating to the Excluded Assets, or to Seller’s liabilities not included in the Specified Liabilities.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained herein, it is expressly understood and agreed that the Stations Assets shall not include the following assets shall be excluded from this Agreement along with all rights, title and shall not be soldinterest therein (the "Excluded Assets"): 1.2.1 all cash and cash equivalents of Sellers on hand and/or in banks, conveyedincluding without limitation certificates of deposit, assignedcommercial paper, transferred treasury bills, marketable securities, asset or delivered to Buyer pursuant hereto; money market accounts and all such similar accounts or investments; 1.2.2 all investment securities and accounts receivable or notes receivable for services performed by Sellers in connection with the value of such Excluded Assets shall not be taken into account in the determination operation of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or Stations prior to the Closing Date; (f) Any 1.2.3 subject to the limitation set forth in Section 1.1.2 of this Agreement, all tangible and intangible personal property of Sellers disposed of or consumed in the ordinary course of business consistent with the past practices of Sellers between the date of this Agreement and the Closing Date; 1.2.4 all Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business consistent with the past practices of Sellers; 1.2.5 Sellers' corporate minute books and records, tax returns, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Sellers and duplicate copies of such records as are necessary to enable Sellers to 1.2.6 contracts of insurance, and any insurance proceeds or claims made by, Sellers relating to property or equipment repaired, replaced or restored by Sellers prior to the Closing Date; 1.2.7 all pension, health profit sharing or welfare planscash or deferred (Section 401 (k)) plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, any post-retirement benefits for any employees of Seller and all payments made if any, maintained by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)Sellers; and (i) All rights of Seller under this Agreement1.2.8 the real property identified as "Excluded Real Property" on Schedule 1.2.8.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1 or elsewhere in this Agreement, the following assets shall be of Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are expressly excluded from this Agreement the Purchased Assets, and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value property of such Excluded Assets shall not be taken into account in Seller after the determination of the Purchase Price pursuant to Section 2.4Closing: (a) Any all insurance policies maintained by and rights thereunder of Seller with respect to the Business extent related to the period prior to Closing, subject to Buyer’s rights pursuant to Section 7.13 and any prepaid insurance expensesother than the Purchased Insurance Policies; (b) Any intercompany deposits with all personnel Records and other Records that Seller is required by any applicable Legal Requirement to retain in its possession; provided, that upon request and intercompany receivables from if the Transferred Employee has consented thereto (to the extent legally required to do so), Seller or an Affiliate shall provide copies of Sellerpersonnel Records concerning Transferred Employees to EBS; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriersexcept as set forth in Section 7.7(c), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateof any Governmental Body of any nature whatsoever; (fd) Any pensionany and all rights in connection with and assets of the Seller Employee Plans; (e) all loans, health subscriptions receivable or welfare plansother amounts due to Seller from any officer, any post-retirement benefits for any employees director, employee, or shareholder, including amounts due under that certain promissory note (i) dated May 1, 2005 and issued by Manon ▇.▇. ▇▇▇ in favor of Seller in the principal amount of Two Hundred Thousand Dollars ($200,000) and all payments made (ii) dated January 13, 2005 and issued by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ in favor of Seller which constitute prepaid expenses in the principal amount of Six Hundred Fifty-Seven Thousand Five Hundred Dollars ($657,500); (i) the Business relating to such excluded employee benefitsemployment agreement, dated January 1, 2007, by and between Seller and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and (ii) the employment agreement, dated January 1, 2007, by and between Seller and Manon ▇. ▇. ▇▇▇; (g) Seller's depositorythe Letter dated January 29, payroll 2008 from Seller to ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, Ph.D. (offering position as Director, Drug Safety) and the Letter dated March 11, 2008 from Seller to ▇▇▇▇▇ ▇▇▇▇▇▇▇, CPA (offering position as Controller) and any other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)Seller Contracts listed on Schedule 2.2(g); (h) All subject to Section 7.19, all of Seller’s cash in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) less any amounts owing of deferred compensation paid by Seller to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ on or before the Closing Date (the “Excluded Cash”); (i) any and all rights of Seller by Source One Spares and those assets listed in Schedule 2.2(h)under the Transaction Documents to which it is a party; and (ij) All rights any other assets of Seller under this Agreementset forth in Schedule 2.2(j).

Excluded Assets. Notwithstanding Section 2.1, the following assets There shall be excluded from this Agreement and shall not the Acquired Assets to --------------- be sold, conveyed, assigned, transferred or transferred, conveyed and delivered to Buyer pursuant hereto; hereunder, and to the value of such extent in existence on the Closing Date, there shall be retained by the Seller, the following assets, properties and rights (collectively, the "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"): (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesnon-cash reserves for Taxes; (b) Any intercompany deposits with the corporate minute books, stock ledgers, checkbooks, canceled checks, tax returns, reports, statements and other documents related to taxes and necessary to support any tax and government audit (provided that the Seller and intercompany receivables the Stockholder shall provide access to any such documents to Buyer to the extent reasonably necessary in connection with the operation of the Business, will maintain such records for a period of five years from the date hereof, or, if the Seller or the Stockholder desires to destroy such records, will notify Buyer and give Buyer an Affiliate opportunity to take possession thereof), as well as a copy of Sellerany financial books and records of the Company which Seller or the Stockholder reasonably believes will be required by it for the purpose of performing any of its accounting, or other administrative functions which are performed in the Ordinary Course of Business; (c) Seller's franchise all rights to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to paid by the extent such refunds relate to periods ending on or Seller for the period prior to and following the Closing Date; (fd) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of rights under the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and Lemelson License other accounts (but not including than the cash to rights that may be transferred to Buyer as contemplated by under Section 2.1(a)); (h3(i) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)of such Lemelson License which shall be part of the Acquired Assets; and (ie) All rights all cash and cash equivalents in excess of Seller under this Agreement$160,000.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, neither Seller nor any of its Subsidiaries or, for the avoidance of doubt, other Affiliates of the foregoing, shall be required to sell, assign, transfer, convey or deliver, and the Buyers shall not have any right to purchase or otherwise acquire, any of the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesAssets set forth on Schedule 2.2(a) hereof; (b) Any intercompany deposits with Seller the Sellers’ rights under or pursuant to this Agreement and intercompany receivables from Seller or an Affiliate of Sellerthe documents, instruments and agreements executed in connection herewith (the “Ancillary Agreements”); (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books the Company’s personnel records and any other records having that the Company or any subsidiary is required by Law to do with retain in its possession, provided that the organization and capitalization Buyers shall be given copies of Sellersuch records relating to the Hired Employees at the Closing; (d) Any claims the minute books, statutory books and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs corporate seal of each Seller and expenses with respect to such claims and rights)its Affiliates; (e) All payments made all bank accounts maintained by or on behalf of any Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateits Affiliates; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsreal property interests; (g) Seller's depository, payroll the capital stock or equity interests of any Seller and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))its Affiliates; (h) All amounts owing to all Cash of each Seller by Source One Spares and those assets listed in Schedule 2.2(h); andits Affiliates; (i) All rights the Excluded Intellectual Property Assets; (j) (i) all accounts receivable and Indebtedness owing to any Seller to the extent attributable to services delivered or deliverable in any period prior to the Closing and which are Related to the Business (the “Excluded Receivables”) and (ii) all accounts receivable of such Seller under this Agreement.attributable to the Excluded Assets;

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained herein, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in include the determination of following items (collectively, the Purchase Price pursuant to Section 2.4:“Excluded Assets”): (a) Any insurance policies maintained by Seller with respect All of Seller’s bank accounts, cash, cash equivalents and securities except to the Business and extent any prepaid insurance expensesportion thereof is subject to the prorations or reconciliation procedures set forth herein; (b) Any intercompany All replacement and tax escrow reserves, utility deposits with Seller and intercompany receivables from Seller or an Affiliate workers compensation trust assets of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization All prepaid expenses of Seller, including insurance prepayments; (d) Any claims All vehicles, office furniture, computers and rights against third parties (including, without limitation, insurance carriers), to cell phones used by the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs Principals and expenses with respect to such claims and rightsset forth on Schedule 1.2(d); (e) All payments made by accounts receivable of Seller which constitute prepaid Taxes including receivables from any Affiliate of the Business Seller, accounts receivable relating to Residents’ fees and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or rents and/or services provided prior to the Closing DateEffective Time, whether from any Governmental Authority, Resident or other person or entity whatsoever; (f) Any pensionExcept as otherwise expressly provided in this Agreement (including with respect to the Move-In Deposits), health all refunds or welfare plans, any post-retirement benefits for any employees reimbursements of Seller whatever nature or description which relate to or are attributable to the period prior to the Effective Time and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsdeposits, escrowed funds and similar funds; (g) Seller's depositoryExcept to the extent otherwise expressly provided in this Agreement, payroll all claims, disputes and other accounts (but not including litigation, and all amounts of any nature or description relating thereto, to the cash extent such dispute, claim or litigation is related to be transferred the period prior to Buyer as contemplated by Section 2.1(a))the Effective Time; (h) All amounts owing to Seller by Source One Spares of Seller’s rights and those assets listed in Schedule 2.2(h)benefits under this Agreement; and (i) All rights Seller’s organizational documents, minute books and other books and records relating solely to the existence of each of the entities comprising Seller under this Agreementas separate legal entities; (j) Those additional items set forth on Schedule 1.2(k).

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign, or convey, and Sellers shall retain all right, title and interest to, in and under the following assets, properties, interests and other interests of such Seller (collectively, the following assets “Excluded Assets”): (a) any Excluded Cash, if applicable, and any retainers or similar amounts paid to Advisors or other professional service providers (which amounts shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of Wind-Down Budget and determining the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesWind-Down Adjustment Amount); (b) Any intercompany deposits each Contract of any Seller that is listed on Schedule 1.2(b), which schedule may be modified from time to time after the date hereof in accordance with Seller and intercompany receivables from Seller or an Affiliate of SellerSection 1.5 (the “Excluded Contracts”); (c) Seller's franchise all Documents (i) to be a corporationthe extent (and solely to the extent) exclusively related to any of the Excluded Assets or Excluded Liabilities; (ii) minute books, its certificates of incorporationorganizational documents, bylaws, minutes stock registers and such other similar books and records of any Seller (excluding, for the avoidance of doubt, the Acquired Subsidiaries) as pertaining to ownership, organization or existence of such Seller (other records having than Tax Returns described in Section 1.1(d)), or any corporate seal of any Seller (other than an Acquired Subsidiary); or (iii) that any Seller is required by applicable Law to do with retain; provided that, to the organization and capitalization extent not prohibited by applicable Law, Purchaser shall have the right to make copies of Sellersuch Documents (or any portions thereof); (d) Any claims all materials, Documents, reports and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities records of a Seller or obligations any of its Affiliates that are not assumed by Buyer subject to any attorney-client privilege and the transfer of which to Purchaser would result in the waiver of any such privilege (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights“Retained Privileged Materials”); (e) All payments made by Seller which constitute prepaid Taxes of the Business without prejudice to Section 6.9, all current and prior 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 for refunds of Taxes and other governmental charges with respect to the extent any such refunds relate to periods ending on or prior to the Closing Dateinsurance recoveries under such insurance policies; (f) Any pensionall membership interests or other equity interests of any Seller or any of their respective Subsidiaries (excluding the Acquired Subsidiaries) (the “Excluded Subsidiaries”), health or welfare planssecurities convertible into, exchangeable, or exercisable for any such membership interests or other equity interests of such Excluded Subsidiaries but excluding, for the avoidance of doubt, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsinvestment or contribution described on Schedule 1.2(f); (g) other than the Acquired Avoidance Actions, all other rights, claims, causes of action, rights of recovery, rights of set-off, and rights of recoupment existing as of the Closing of any Seller's depository, payroll in each case, solely to the extent (y) related to any other Excluded Assets or any Excluded Liabilities and other accounts (but z) not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))against any Transferred Employee or employee of any Acquired Subsidiary; (h) All amounts owing Sellers’ claims or other rights under this Agreement, including the right to be paid the Purchase Price hereunder at the Closing in accordance with the terms hereof, or Sellers’ rights under any agreement, certificate, instrument, or other document executed and delivered between any Seller and Purchaser in connection with the transactions contemplated hereby entered into on or after the date hereof; (i) subject to Section 1.1(h), all Tax attributes that are not transferred by Source One Spares the operation of applicable Tax Law; (j) all real estate and those all interests in real estate (including any Leasehold Improvements thereon), other than the Acquired Owned Real Property and the Acquired Leased Real Property (including, for the avoidance of doubt, any Leasehold improvements thereon); (k) every asset of Sellers that would otherwise constitute an Acquired Asset (if owned immediately prior to the Closing) if conveyed or otherwise disposed of during the period from the date hereof until the Closing Date (i) in compliance with the terms and conditions of this Agreement (including Section 6.1) or (ii) if Purchaser otherwise agrees, in writing after the date hereof, to such conveyance or other disposition; (l) the tangible assets listed (including Equipment, accessories, materials, machinery and all other similar items of tangible personal property or capital assets) of Sellers expressly set forth on Schedule 1.1(g)(i); (m) any Excluded Confidentiality Arrangements, if applicable; (n) the Excluded Bank Accounts (but not, for the avoidance of doubt, any Cash and Cash Equivalents, or any other property or assets, held or deposited in Schedule 2.2(hsuch Excluded Bank Accounts other than Excluded Cash, if any); (o) any asset, property, interest or other interest of a Seller which is an Excluded Asset by operation of Section 6.15; and (ip) All rights of Seller under this Agreementthe properties and assets set forth on Schedule 1.2(p).

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, the Assets shall not include, and Buyers shall not purchase, any of the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and of Seller (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by (i) the corporate charter, corporate accounting journals, minute book and stock record books and corporate seal of Seller, (ii) the Books and Records, and (iii) all of the books and records of Seller with respect not related to or used in the Business and any prepaid insurance expensesBusiness; (b) Any intercompany deposits with all cash and cash equivalents; (c) Accounts Receivable; (d) all names, logos, trademarks, service marks and trade names other than those listed in Schedule 2.1(e), and registration of or applications to register any of the foregoing; (e) Intellectual Property Rights other than those subsisting in or relating to the Business Intellectual Property; (f) computer programs other than the Owned Software and Documentation, the Licensed Software and Documentation and the Publishing Technology, including, without limitation, the computer programs owned by Seller and intercompany receivables from used to create certain databases, namely the Vehicle Identification Number (VIN) Decode Database and the ▇▇▇▇ of Materials Database, used by the CPD Product, which databases are licensed by Seller to Buyer pursuant to Section 6.6 of this Agreement; (g) any CPD Customer Contract as to which the Dealer party is a named plaintiff or named defendant in any litigation (whether in court, arbitration or other dispute resolution proceeding) pending at the time of Closing, including, without limitation, the CPD Customer Contracts identified on Schedule 4.7 hereto; subject, however, to Buyer’s agreement to assume one or more such CPD Customer Contracts after the Closing upon satisfaction of certain conditions further described in Section 2.4.2 of this Agreement; (h) the contracts described on Schedule 2.2(h) hereto and any other contract that is not an Affiliate Assumed Contract; (i) any other assets and rights, tangible or intangible, that are not directly related to the Business or that are used outside the Business, whether or not specifically referred to herein, including, without limitation, Seller’s dealer management system technology; provided that to the extent any such assets or rights are reasonably required by Buyer to continue to operate the Business, Seller shall confer upon Buyer such rights to access and use such assets and rights as may be necessary and appropriate to provide Buyer the benefits of such assets and rights; (j) all refunds to any tax obligation of Seller; (ck) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with ’s rights in the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer Common Code as contemplated by further described in Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)8.9 hereof; and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1, the following assets shall be excluded from The parties to this Agreement expressly understand and shall agree that Seller is not be soldselling, conveyedassigning, assigned, transferred transferring or delivered conveying to Buyer pursuant hereto; to this Agreement the following assets, rights and properties (the value "Excluded Assets"): (i) the assets of such Excluded Assets shall not be taken into account Seller listed in the determination Schedule 1.02 (i) of this Agreement, and those items of personal property owned by any of the Purchase Price pursuant to Section 2.4:shareholders of Seller and listed on Schedule 1.02(i); (aii) Any insurance policies maintained except as otherwise set forth in Article 1.03(c) hereof, any right, title and interest under all contracts, agreements, licenses, waivers, consents, approvals and other nongovernmental authorizations which are not transferable, whether by Seller with respect their terms or applicable law; (iii) all cash, bank accounts, certificates of deposit, treasury bills, promissory notes, marketable securities, and other investments unrelated to the Business and any prepaid insurance expensesother than the assets identified in Article 1.01 (xiv); (biv) Any intercompany deposits with Seller the Excluded Accounts Receivable; (v) the Excluded Inventory (as defined in Article 2.04 below), if any; (vi) Seller's pension and intercompany receivables from Seller retirement plans; (vii) Seller's collective bargaining agreements; (viii) all rights, claims, credits or an Affiliate causes of Seller;action against third parties to the extent solely related to the Excluded Liabilities or the Excluded Assets; and (ix) Subject to adjustment pursuant to Article 2.05 (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses below with respect to such claims and rights); (e) All payments purchases made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges from January 1, 1997 to the extent such refunds relate Closing Date, all of Seller's rights to periods ending vendor rebates and discounts on or purchases made by Seller prior to the Closing Date; pursuant to any vendor rebate programs in which Seller participates (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating hereinafter referred to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a"Vendor Rebate Programs")); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary in this Agreement, the following assets of Sellers shall be excluded from this Agreement retained by Sellers and shall are not be sold, conveyed, assigned, transferred being sold or delivered assigned to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination Purchaser hereunder (all of the Purchase Price pursuant following are referred to Section 2.4:collectively as the "Excluded Assets"): (a) Any insurance policies maintained by Seller with respect to any and all rights under this Agreement and avoidance claims or causes of action arising under the Business Bankruptcy Code or applicable state law, including, without limitation, (i) all rights and avoidance claims of Sellers arising under sections 544 through 553, inclusive, of the Bankruptcy Code, (ii) all claims against current directors and current officers of Sellers, if any, and (iii) all claims against former directors and former officers for breaches of fiduciary duty, if any prepaid insurance expenses(each an "Avoidance Action" and collectively the "Avoidance Actions"); (b) Any intercompany deposits with Seller all leases other than the Assumed Leases (the "Excluded Leases") and intercompany receivables from Seller or an Affiliate of Sellerall Contracts other than the Assumed Contracts (the "Excluded Contracts"); (c) Seller's franchise any asset set forth on Schedule 2.3(c) attached hereto; provided that Purchaser may amend Schedule 2.3(c), Schedule 2.1(a)(vi), and Schedule 2.1(a)(vii) at any time on or before one (1) day prior to be a corporationthe Closing Date in order to exclude from the definition of Acquired Asset any other asset, its certificates lease or Contract not otherwise excluded; provided further that such exclusion shall not serve to reduce or otherwise affect the amount of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization Cash Portion of Sellerthe Purchase Price; (d) Any claims income Tax Returns and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)related materials; (e) All payments made by Seller which constitute prepaid Taxes the equity securities of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateany Seller; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees all retainers paid to attorneys and other professionals in connection with their representation of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits;Sellers; and (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All Sellers' rights of Seller under this AgreementAgreement including all cash and non-cash consideration payable or deliverable to Sellers pursuant to the terms hereof.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.11.1 or elsewhere in this Agreement, the following assets shall be excluded from of the Relevant Entities (the “Excluded Assets”) are not part of the sale and purchase contemplated by this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and are excluded from the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Acquired Assets: (a) Any insurance policies maintained by Seller with respect to all rights of any of the Business Selling Entities under this Agreement and any prepaid insurance expensesother agreement that a Selling Entity, on the one hand, and an Acquiring Entity, on the other hand, entered into on or after the date of this Agreement; (b) Any intercompany deposits with Seller all assets of the Relevant Entities that are not primarily related to or primarily used in the Business, including for the avoidance of doubt (i) all assets used in the research, development, design and intercompany receivables from Seller manufacturing of Removable Recording Media Products regardless of how marketed or sold and (ii) all assets primarily related to or primarily used in the sale of Removable Recording Media Products on an Affiliate of SellerOEM basis (i.e., to third party resellers that sell such products under brands other than the TDK Brand); (c) Seller's franchise to be a corporationall real property, its certificates of incorporationother than the Anaheim Facility, bylawsowned by the Relevant Entities, minutes books wherever located, including all buildings, structures, improvements and other records having to do with the organization and capitalization of Sellerfixtures thereon; (d) Any claims all records of each of the Selling Entities (i) relating to its organization, maintenance and rights against third parties existence as a corporation, including its (including1) memorandum and articles of association, without limitation(2) registrations or qualifications to conduct business, insurance carriers)(3) taxpayer and other identification numbers, to the extent they relate to liabilities (4) minute books, (5) share register, (6) tax records and (7) corporate seal, or obligations (ii) that are not assumed by Buyer (except primarily related to or primarily used in the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Business; (e) All payments made by Seller which constitute prepaid Taxes all records relating to current or former personnel of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateSelling Entities who are not Active Employees; (f) Any pensionall records that the Selling Entities are required by Law to retain in their possession (provided, health or welfare plans, that copies of any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of such records primarily related to the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but that are not including the cash to be transferred to Buyer as contemplated “Excluded Assets” by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights reason of Seller under this Agreement.another provision of this

Excluded Assets. Notwithstanding Section 2.1Sellers reserve to themselves, the following assets shall be excluded and there is hereby excepted from this Agreement and shall not be sold(collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect subject to Clauses 1(b) and 1(c), all rights in and to the Business Leases to the extent not included in the Assets, and any prepaid insurance expensesspecifically including in this exclusion all rights in and to the Shallow Interval in the leases and lands described in Exhibit A; (b) Any intercompany deposits all wellbores and the production therefrom, together with Seller the equipment, personal property, and intercompany receivables from Seller fixtures associated with the existing ▇▇▇▇▇, whether producing, temporarily abandoned or an Affiliate plugged and abandoned, and any future ▇▇▇▇▇ drilled in the Shallow Interval, together with the salt water disposal ▇▇▇▇▇ described in Exhibit E to this Agreement and the right to continue disposal of Sellerproduced water into the Nisku formation using such ▇▇▇▇▇ in conformity with their permits; (c) Seller's franchise to be a corporation, its certificates all of incorporation, bylaws, minutes books Sellers’ field offices and other records having to do with the organization yards and capitalization of Sellerequipment stored therein; (d) Any claims all of Sellers’ mineral interests in any lands covered by the Leases, overriding royalty interests, and rights against third parties (includingleasehold royalty interests in the Leases, without limitation, insurance carriers), provided that such retained interests do not reduce the Lease Net Revenue Interest in the affected Lease to the extent they relate to liabilities or obligations less than that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)set forth for each Lease on Exhibit A; (e) All payments made any gas gathering systems, storage tanks, pipelines, or other surface facilities owned or operated by Seller which constitute prepaid Taxes Sellers or any of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Datethem; (f) Any pension, health all documents and instruments of Sellers that may be protected by an attorney-client or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsother privilege; (g) Seller's depositorydata, payroll information, and other accounts (but property, rights, or interests that cannot including the cash to be transferred disclosed or assigned to Buyer as contemplated by Section 2.1(a));a result of confidentiality or similar arrangements; and (h) All amounts owing to Seller by Source One Spares all corporate, income tax, and those assets listed financial records of Sellers not included in Schedule 2.2(h); and (i) All rights of Seller under this Agreementthe Records.

Excluded Assets. Notwithstanding anything to the contrary in Section 2.12.1 or elsewhere in this Agreement, the following assets shall be of Seller (collectively, the “Excluded Assets”) are excluded from this Agreement the Transferred Assets, and shall not are to be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination retained by Seller as of the Purchase Price pursuant to Section 2.4Closing: (a) Any insurance policies maintained by all cash or cash equivalents of Seller with respect to the Business and any prepaid insurance expensesits Affiliates, including shares, stocks and bonds; (b) Any intercompany deposits with subject to Section 2.5(c), the Seller and intercompany receivables from Seller or an Affiliate of SellerCorporate Name; (c) except for the Baddi Manufacturing Plant and the Leased Business Real Property, any other Real Property owned or leased or subleased by Seller's franchise to be a corporation, its certificates of incorporationas tenant, bylawsincluding Seller’s manufacturing plant located in the Mahad Industrial Area, minutes books and other records having to do with the organization and capitalization of SellerThane in Maharashtra, India; (d) Any claims and all rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs products set forth on Exhibit I and expenses with respect to such claims and rights)Exhibit J; (e) All payments made the Contracts, Registrations, Intellectual Property rights and all other assets, rights and properties which the Affiliates of Seller (NPIL Pharmaceuticals (“UK) Limited and NPIL Holdings (Suisse) S.A.) acquired from DeltaSelect GmbH, AltaSelect S.r.l., TheraSelect GmbH and NovaSelect S.p.A. related to the research, development, formulation, manufacture, sale, marketing, distribution, importation and exportation of Haemaccel in certain countries outside of India, Nepal and Sri Lanka; (f) original copies of all minute books, records, stock ledgers, Tax records and other materials that Seller is required by Seller which constitute prepaid Taxes of the Business applicable Law to retain; (g) all certificates for insurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof; (h) subject to Section 2.1(c)(xx), all claims for refunds refund of Taxes and other governmental charges of whatever nature arising out of Seller’s operation of the Business or ownership of the Transferred Assets prior to the Closing; (i) all rights, title and interest of Seller and its Affiliates to assets used in connection with the Other Businesses, except to the extent that such refunds relate to periods ending on or prior to assets are included in the Closing DateTransferred Assets; (fj) Any pension, health or welfare plans, all intercompany Contracts between Seller and any post-retirement benefits for any employees of its Affiliates; (k) all rights of Seller and all payments made by or its Affiliates under confidentiality agreements to which Seller which constitute prepaid expenses or its Affiliates is a party relating to the direct or indirect sale of the Business relating (or any part thereof) to such excluded employee benefitsany Person other than Purchaser or any of its Affiliates; (gl) Seller's depository, payroll the Sanofi In-License Agreement and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))Roche In-License Agreement; (hm) All amounts owing to Seller the Distribution and Promotion Agreement entered into and effective as of March 19, 2010 by Source One Spares and those assets listed in Schedule 2.2(h)among, on the one hand, MSD Pharmaceuticals Pvt. Ltd., Merck Sharp & Dohme Asia Pacific Services Pte. Ltd, and on the other hand, Seller; and (in) All all rights of Seller and its Affiliates arising under this Agreement, the Ancillary Agreements or from the consummation of the transactions contemplated hereby or thereby.

Excluded Assets. Notwithstanding Section 2.1, It is expressly understood and agreed that the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in include the determination of following (the Purchase Price pursuant to Section 2.4:"Excluded Assets"): (a) Any insurance policies maintained by Seller with respect to the Business Except as otherwise provided in Section 2.1(j), cash and any prepaid insurance expensescash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities; (b) Any intercompany deposits with Seller and intercompany receivables from Seller Except [For Millennium: for the Assumed Plan transferred as provided under Section 2.8(g) or] as may be agreed pursuant to Section 2.8(g), any assets of any qualified or an non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of Sellerthe Contributor or any Affiliate thereof prior to the Closing Date; (c) SellerAny of the Contributor's franchise or any Affiliate's right, title and interest in and to be (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a corporationpart and (ii) any other trade names, its certificates trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of incorporation, bylaws, minutes books and other records having are not uniquely applicable to do with the organization and capitalization of SellerContributed Business; (d) Any All claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Assumed Liabilities; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims Claims for refunds of Taxes and other governmental charges to the extent such refunds relate to for time periods ending on or before the Closing Date, which Taxes remain the liability of Contributor under this Agreement; (f) Subject to the Technology License and Trademark License, any and all of the Intellectual Property and Trademarks of the Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) All items sold in the ordinary course of business prior to the Closing Date; (f) Any pension, health none of which individually or welfare plans, any post-retirement benefits for any employees of Seller in the aggregate are material to the normal operation and all payments made by Seller which constitute prepaid expenses conduct of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a));Contributed Business; and (h) All amounts owing to Seller by Source One Spares The tangible assets, intangible assets, real properties, contracts and those assets listed rights, described in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1any other provision of this Agreement, the Acquired Assets shall not include any of the following assets shall be excluded from this Agreement and properties of Seller (collectively, the "Excluded Assets"), which assets shall not be soldtransferred, conveyed, assignedset over, transferred delivered or delivered assigned to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Purchaser: (a) Any insurance policies maintained by All original Books and Records (i) that would otherwise constitute Acquired Assets but for the fact that Seller with respect is required to retain such original Books and Records pursuant to applicable Laws (in which case copies of such Books and Records shall be included in the Acquired Assets to the Business and any prepaid insurance expensesextent permitted by applicable Laws) or (ii) that constitute documents relating to the corporate organization, qualification to do business or corporate existence of Seller; (b) Any intercompany deposits All claims, rights, interests and proceeds with Seller respect to any Tax refunds and intercompany receivables other refunds of charges or assessments by a Governmental Body arising from Seller or an Affiliate pertaining to the conduct of Sellerthe Operations for any Pre-Closing Tax Period; (c) Seller's franchise All rights, Claims, causes of action and documents relating to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Selleran Excluded Asset or an Excluded Liability; (d) Any claims All of Seller's rights, title and rights against third parties interest under this Agreement and the Transaction Documents to which Seller is a party; and (e) All of Seller's right, title and interest in and to all Contracts to which Seller is a party exclusively relating to Seller's internal governance, including, without limitation, insurance carriers)the Seller's Certificate of Incorporation, to the extent they relate to liabilities Bylaws, in each case as amended and/or restated, or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and any other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Contract among Seller and all payments made by Seller which constitute prepaid expenses of the Business its stockholders relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreementinternal governance.

Excluded Assets. Notwithstanding Section 2.1the foregoing, the following assets shall be of the Company are expressly excluded from this Agreement the purchase and shall sale contemplated hereby (the “Excluded Assets”) and, as such, are not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account included in the determination of the Purchase Price pursuant assets to Section 2.4be conveyed as contemplated hereby: (ai) Any insurance policies maintained by Seller with respect to the Business all cash and any prepaid insurance expensescash equivalents; (bii) Any intercompany deposits with Seller all office furniture and intercompany receivables from Seller or an Affiliate of Sellerequipment set forth on Schedule 2.1(b)(ii); (ciii) Seller's franchise all accounts receivable, notes receivable and other amounts receivable from third parties, including customers and employees (other than receivables in connection with any Purchased Assets for services provided following the Closing Date); (iv) the general ledgers, accounting records, minute books, charter documents, stock books, correspondence and materials related to be a corporationthe Company’s Tax Returns, its certificates of incorporationincluding any declarations, bylawsreports or statements, minutes books and statutory books, corporate seals or other records having to do with the corporate organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations Company; provided that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes be given copies of the Business general ledgers and all claims for refunds accounting records as such documents exist as of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (fv) Any pension, health the personnel files or welfare plans, records and any post-retirement benefits for any employees of Seller and all payments made other records that the Company is required by Seller which constitute prepaid expenses of the Business relating Law to such excluded employee benefitsretain in its possession; (gvi) Seller's depositoryall rights to the Company’s SAP system, payroll mail system and other accounts website; (but not including vii) all rights to the cash to be transferred to Buyer as contemplated by Section 2.1(a)Contracts set forth on Schedule 1.1(a)(i) and Schedule 1.1(a)(ii); (hviii) All amounts owing all claims, deposits, prepayments, prepaid expenses, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to Seller insurance proceeds) relating to products or services of the Company to the extent provided or performed prior to the Closing; (ix) all bank accounts; (x) the rights which accrue or will accrue to the Company under this Agreement or the Ancillary Agreements; (xi) all laptop computers and accessories thereto; (xii) all of the automobiles owned or leased by Source One Spares the Company or its Affiliates, including without limitation, a 2005 Toyota Tundra and those assets listed in Schedule 2.2(h)a 2002 Porsche; and (ixiii) All all insurance policies for the benefit of the Company or its Affiliates and all rights of Seller under this Agreementthereunder.

Excluded Assets. Notwithstanding Section 2.1anything herein to the contrary, the following assets shall be excluded from this Agreement Purchased Assets and the Assigned Rights shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and include the value of such following (the “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to the Business corporate minute books and any prepaid insurance expensesstock registers of Seller; (b) Any intercompany deposits with the income tax records covering transactions of Seller and intercompany receivables from Seller or an Affiliate of Selleroccurring prior to the Closing; (c) Seller's franchise to be a corporationall telecommunications lines, its certificates of incorporationcircuits, bylaws, minutes books electronic communication devices and other records having to do with the organization and capitalization related telecommunication equipment of Seller, as well as any telephone numbers not specified in Schedule 1.2(d); (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are all licenses for third-party software not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsspecified in Schedule 1.2(f); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to Contracts, if any, specified in Schedule 1.3(e) (the extent such refunds relate to periods ending on or prior to the Closing Date“Excluded Contracts”); (f) Any pension, health or welfare plans, any post-retirement benefits for any employees all cash and cash equivalents investments of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsSeller; (g) Seller's depository, payroll and other accounts (but not including any rights arising under or in connection with the cash to be transferred to Buyer as contemplated by Section 2.1(a))Fields Litigation; (h) All amounts owing any claims arising out of the Excluded Liabilities; (i) all of Seller’s rights and interests in and to all correspondence and documents, including confidentiality agreements, entered into by the Purchaser or any of its Affiliates for the benefit of Seller in connection with the sale of the Business; (j) all of Seller’s rights and interests in all information, files, records, data, plans, contracts and recorded knowledge related to or used in connection with the Business to the extent that any of the foregoing (i) relate solely to the Excluded Assets; or (ii) relate primarily to the Excluded Assets and can be easily separated from the Purchased Assets; or (iii) are solely written materials that Seller is required by Source One Spares law to retain and those of which Seller shall have provided a copy to Purchaser (collectively, “Excluded Records”); (k) all of Seller’s rights and interests in and to the equipment, furniture, fixtures, vehicles, spare parts and other assets listed of Seller specified in Schedule 2.2(h1.3(k); (l) all of Seller's rights under this Agreement; and (im) All subject to Section 1.2(c) above, all of Seller's insurance policies and Seller’s rights of Seller under this Agreementthereunder.

Excluded Assets. Notwithstanding Section 2.1, the following assets Purchaser shall be excluded from this Agreement not assume and shall not be soldobtain any right, conveyed, assigned, transferred title or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account interest in the determination any of the Purchase Price pursuant to Section 2.4following assets of the Vendors, which shall remain solely with the Vendors: (a) Any insurance policies maintained by Seller with respect to all cash and cash equivalents, including any securities or short-term investments, including, without limitation, all debt or equity securities of JN Mexico and those described in Section 2.2(a) of the Business and any prepaid insurance expensesDisclosure Schedules; (b) Any intercompany deposits with Seller and intercompany receivables from Seller the corporate seals, organizational documents, minute books, share certificate books, corporate tax returns, books of accounts or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the corporate organization and capitalization of Sellerthe Vendors or that the Vendors are required by Law to retain (collectively, the “Corporate Documents”); (c) the Contracts listed in Section 2.2(c) of the Disclosure Schedules (the “Excluded Contracts”); (d) Any claims and rights against third parties (includingthe Physician Agreements for the Excluded Clinics, without limitation, insurance carriers), other than the Physician Agreements for physicians which the Purchaser has identified will be relocated from an Excluded Clinic to the extent they relate a Continued Clinic pursuant to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsSection 2.1(g); (e) All payments made by Seller all Excluded Leases and contracts which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateare not otherwise identified as a Contract; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller income tax refunds and other Tax refunds receivable by the Vendors and all payments made by Seller which constitute prepaid expenses Tax Returns pertaining to corporate income taxes of the Business relating to such excluded employee benefitsVendors; (g) Seller's depositorypersonal items such as professional plaques, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))books, paintings, personal stationary, malpractice insurance policies, casualty insurance; (h) All amounts owing any permits or licenses pertaining to Seller by Source One Spares and those assets listed in Schedule 2.2(h)the Vendors’ Clinics which are not transferrable; (i) all Benefit Plans; and (ij) All rights of Seller under this Agreementthe Medspa Clinics, and the Excluded Medspa Assets including any assets and Contracts (other than Wal-Mart Contracts) used exclusively in connection with such clinics. (collectively, the “Excluded Assets”).

Excluded Assets. Notwithstanding Section 2.1any provision herein to the contrary, the following assets there shall be excluded from this Agreement the Acquired Assets and there shall not be soldretained by Seller, conveyedall right, assignedtitle and interest of Seller in and to the following (collectively, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by All rights of Seller with respect to the Business and under this Agreement or any prepaid insurance expensesother agreement entered into pursuant hereto; (b) Any intercompany deposits leased assets included within the definition of Acquired Assets if the Purchaser does not assume a lease obligation of Seller with Seller and intercompany receivables from Seller or an Affiliate of respect to such assets; provided, however, that Purchaser shall assume Seller’s obligations under the Real Property Lease; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books Each employee benefit plan and other records having to do with the organization and capitalization of Sellerassets thereof; (d) Any claims and All rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities of Seller under any Contract or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsLicense listed on Schedule 2.2(d); (e) All payments made by Seller corporate seals, minute books, charter documents, corporate stock record books, registers of other Capital Interests, originals of tax and financial records (copies of which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges will be delivered to the extent Purchaser), employee records, and such refunds relate to periods ending on or prior other books and records as pertain only to the Closing Dateorganization, existence or share capitalization of Seller; (f) Any pension, health or welfare plans, any postAll Non-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsCurrent Receivables; (g) Seller's depositoryAll losses, payroll loss carryforwards and other accounts (but not including the cash rights to be transferred receive refunds, credits and loss carryforwards with respect to Buyer as contemplated by Section 2.1(a))any and all Taxes; (h) All amounts owing to Seller by Source One Spares cash and those assets listed in Schedule 2.2(h); andcash equivalents; (i) All insurance policies; (j) All claims and rights of recovery to extent arising from or related to the period prior to Closing or to the extent related to any Retained Liability; (k) All bank accounts; and (l) All assets of Seller under this Agreementidentified on Schedule 2.2(l).

Excluded Assets. Notwithstanding Section 2.1any provision herein to the contrary, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account include (i) those items excluded pursuant to the provisions of Section 2.1 above; (ii) Inventory sold by Seller in the determination ordinary course of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect Business prior to the Business Closing Date; (iii) any lease, rental agreement, contract, agreement, license or similar arrangement (collectively, the “Contracts”, each a “Contract”) which terminates or expires prior to the Closing Date in accordance with its terms or in the ordinary course of the Business; (iv) all preference or avoidance claims and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate actions of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporationand the proceeds therefrom, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers)all such claims and actions arising under Sections 544, 547, 548, 549, 550, 551 and 553, respectively, of the Bankruptcy Code; provided, however, that Buyer shall acquire and retain pursuant to 551 of the Bankruptcy Code, the benefit of any preserved lien on a Purchased Asset avoided under the foregoing Sections of the Bankruptcy Code pursuant to Section 7.14 herein, if and to the extent they relate to liabilities or obligations that are not assumed by Buyer (except such lien relates to the extent Buyer shall have incurred costs Purchased Assets or an Assumed Contract; (v) Seller’s rights under this Agreement, and expenses all cash and non-cash consideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (vi) claims and causes of action with respect to such claims or arising in connection with (A) any Contract which is not assigned to Buyer at the Closing, or (B) any item of tangible or intangible property not acquired by Buyer at the Closing; (vii) Seller’s right, title and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges interest to the extent such refunds relate to periods ending assets set forth on or prior to the Closing Date; Schedule 2.2; (fviii) Any pensioncommon stock of Seller, health or welfare plansand (ix) other non-core assets, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(aidentified on Schedule 2.2(ix)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. The Purchaser and the Company acknowledge and agree that the only assets of the Company to be sold to the Purchaser are the Assets specifically identified in Section 1.2(d) and that no other assets of the Company are being sold under this Agreement. Notwithstanding anything to the contrary contained in Section 2.11.2(d) or elsewhere in this Agreement, the following assets shall be interests of the Company are not part of the sale and purchase contemplated by this Agreement, are excluded from this the Agreement and shall not will be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; retained by the Company and remain the value of such Excluded Assets shall not be taken into account in the determination property of the Company following the Asset Purchase Price pursuant to Section 2.4Closing: (a1) Any insurance policies maintained by Seller with respect to the Business all cash and any prepaid insurance expensesbank accounts; (b2) Any intercompany deposits with Seller and intercompany receivables from Seller all accounts or an Affiliate of Sellernotes receivable; (c3) Seller's franchise any right to be a corporation, its certificates recovery by Company arising out of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), litigation relating to the extent they relate to liabilities or obligations Assets that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or is pending prior to the Asset Purchase Closing Date; (f4) Any pension, health or welfare plans, any post-retirement benefits for any employees all insurance policies of Seller the Company and all payments made by Seller which constitute prepaid expenses rights of the Business relating to Company of any nature and description under or arising out of such excluded employee benefitsinsurance policies; (g5) Seller's depositoryall losses, payroll carryovers and rights to receive refunds in the respect to any and all Taxes of the Company or its Shareholders of every nature and description, including interest payable with respect thereto. (6) all rights of the Company under this Agreement and any other accounts (but not including agreements between the cash to be transferred to Company and Buyer as contemplated by Section 2.1(a))entered into on or after the date of this Agreement; (h7) All amounts owing the Company's records relating to Seller by Source One Spares the organization, maintenance, existence and those assets listed in Schedule 2.2(h)good standing of the Company as a corporation, namely the Company's (i) corporate charter, (ii) qualifications to conduct business as a foreign corporation, (iii) taxpayer and other identification numbers, (iv) minute books, (v) stock records, (vi) tax records, (vii) books of account and (vii) corporate seals; and (i) All rights 8) any records that the Company is required by Law to retain in its possession (provided, that copies of Seller under any such records that are not "Excluded Assets" by another provision of this Agreement.Section 1.2 will, to the extent permitted by Law, be provided to Buyer at the Asset Purchase Closing);

Excluded Assets. Notwithstanding Section 2.1any provision contained herein to the contrary, the Purchased Assets shall not include, and Seller will retain ownership of, the following assets shall be excluded from this Agreement (collectively, the "Excluded Assets"): (i) all trade and shall not be soldother accounts receivable and other indebtedness owing to Seller on the Closing Date other than the Purchased Accounts, conveyedthe Supplier Rebates, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account items specified in the determination of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers2.1(a)(v), to including the extent they relate to liabilities benefit of all collateral, security, guaranties, and similar undertakings received or obligations that are not assumed by Buyer held in connection therewith (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights"Retained Accounts"); (eii) All payments made by all inventories of Seller which constitute prepaid Taxes of other than the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateInventory; (fiii) Any pensionall cash, health or welfare planscash equivalents, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitssecurities; (giv) Seller's depositoryminute and stock record books, payroll journals, ledgers and other accounts (but not including books of original entry; provided, however, that Seller shall provide Purchaser, prior to and following the cash Closing, with reasonable access to be transferred to Buyer as contemplated by Section 2.1(a))each of the foregoing; (hv) All amounts owing to Seller by Source One Spares and those assets listed of Seller expressly set forth on Exhibit C attached hereto; (vi) Seller's rights under this Agreement; (vii) those assets of Seller unrelated to the Business; (viii) all of the Seller's interests and rights in Schedule 2.2(h)the Seller Lock Box Account other than those specified in Section 2.1(a)(i) as included in the Purchased Accounts; and (iix) All rights of Seller under this Agreementthe Pall Receivable, the Pall Inventory and the Pall Rebate.

Excluded Assets. Notwithstanding Section 2.1Buyer shall not purchase, and Seller shall retain, the following assets shall be excluded from this Agreement and shall not be soldof Seller (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to the Business cash and any prepaid insurance expensescash equivalents; (b) Any intercompany all investments, prepaid expenses, customer orders, accounts receivable, notes receivable, deposits with and refunds, capitalized software and the other intangible assets of Seller identified on Schedule 1.2(b)(i) to this Agreement, and the customer purchase orders held by Seller (which Buyer has determined are on unacceptable terms or pricing) identified on Schedule 1.2(b)(ii) to this Agreement; (c) all equipment identified on Schedule 1.2(c) of this Agreement (“Ineligible Equipment”); (d) the personal property and rights of Seller identified on Schedule 1.2(d) to this Agreement; (e) any tax assets or claims for refunds of Seller and intercompany receivables from Seller or an Affiliate all tax returns, tax refunds, and tax attributes of Seller; (cf) Seller's franchise to be a corporationall real estate, its certificates of incorporation, bylaws, minutes books buildings and other records having to do with the organization real estate and capitalization of real estate leasehold improvements owned by Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll ’s insurance policies and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))claims; (h) All all accounts receivable and other amounts owing due to Seller from Shareholder or from Takumi-Taiwan, Takumi Machinery (Kunshan) Co., Ltd., or Milltronics (Jinan) Machine Tool Co., Ltd. (collectively, the “Identified Affiliates”); (i) Seller’s minute books, stock records and other general corporate records, all personnel records relating to employees of Seller, e-mail correspondence from or to employees of Seller relating to their employment, compensation or benefits, all documents that constitute attorney-client privileged communications, and all other records that Seller is required by Source One Spares law to retain in its possession (but, as to such other records, with Buyer to be provided copies thereof upon request by Buyer from time to time); (j) all rights and those assets listed obligations under all Contracts of Seller (including without limitation this Agreement), excepting only the Assumed Contracts, including, by way of illustration and without limitation any: (i) employment agreements, Employee Plans (as defined in Schedule 2.2(h)Section 3.22(a)(ii) of this Agreement) or other employment related Contracts or arrangements, and (ii) Contract creating any Indebtedness (as defined in Section 8.14 of this Agreement) owing by Seller; and (ik) All rights computer programs, software and software in development identified on Schedule 1.2(k) of Seller under this Agreement, and all accounting systems, enterprise resource planning (ERP) systems, and any other system or program that Seller uses to operate, administer, oversee, manage and/or account for the Business, including without limitation, Shareholder’s J▇ ▇▇▇▇▇▇▇ systems.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary herein, Seller shall not cause to be sold, assigned, transferred, conveyed or delivered, to Purchaser, and Purchaser shall not purchase, and the Purchased Assets shall not include, any right, title or interest of Seller in, any of the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and (the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this AgreementAgreement and the Ancillary Agreements; (b) All corporate records, including without limitation, the organizational documents of Seller, accounting documents, audit materials, legal records, board and member minutes and related correspondence, stock transfer books, blank stock certificates and other related documents; provided, however, that Purchaser shall be granted reasonable access to, and the right to make copies of, any such documents; (c) All human resources material including without limitation employment and compensation records and benefits information, except with respect to Transferred Employees; (d) All executory contracts and unexpired leases that are not Assumed (e) All bankruptcy avoidance claims of Seller, including, without limitation, (f) All of Seller’s and/or Seller’s bankruptcy estate’s director and officer liability claims, under applicable law, but (i) only to the extent of the Seller’s director and officer liability policy limits, and (ii) excluding any such claims at all that may exist against any Sponsor or Affiliate of any Sponsor, or their respective directors, officers, partners, members, managers, agents, or representatives; and (g) All Seller Plans and all assets owned or held by any Seller Plans.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained in this Agreement, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination include any assets, rights or interests of the Purchase Price pursuant to Section 2.4Seller other than the Assets specified in Section 2.1. For clarity, the assets shall not include: (a) Any insurance policies maintained by all rights of the Seller with respect to under the Business and any prepaid insurance expensesTransactional Agreements (as defined below); (b) Any intercompany deposits with any Assigned Contracts to which the Seller is a party or is otherwise bound if, after taking into account Section 365 of the Bankruptcy Code, (i) a consent is required to be obtained from any Person in order to permit the sale or transfer to the Purchaser of the Seller's rights under such contract and intercompany receivables from Seller or an Affiliate of Seller(ii) such consent shall not have been obtained prior to the Closing (the "Unassigned Contracts"); (c) all cash, cash equivalents (including deposits), prepayments and securities owned by the Seller; (d) all of the Seller's franchise to be a corporationbooks, records, ledgers, files and documents (except that the Purchaser may obtain copies of certain records described in Section 2.1(h)); (e) the Seller's formal corporate records, including its certificates certificate of incorporation, bylaws, minutes books minute books, corporate books, stock transfer records and other records having to do with the corporate organization and capitalization of the Seller; (df) Any claims any Intellectual Property other than that specifically described in Section 1.5 and rights against third parties (including, without limitation, insurance carriersSections 2.1(e), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs f) and expenses with respect to such claims and rights(g); (eg) All payments made by Seller which constitute prepaid Taxes of the Business all insurance policies or benefits, including rights and all claims for refunds of Taxes and other governmental charges proceeds, arising from or relating to the extent such refunds relate to periods ending on or Assets prior to the Closing Date; (fh) Any pensionany tax attributes of the Seller, health or welfare plansincluding, any post-retirement benefits net operating loss carryovers and any right or claim for any employees of Seller and all payments made by Seller which constitute prepaid expenses a tax refund attributable to the operations or assets of the Business relating to such excluded employee benefitsSeller, whether arising before, on or after the Closing Date; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights all personnel records and other records that the Seller is required by any law, rule or regulation to retain in its possession; (j) any avoidance power causes of Seller action under this Agreement.the Sections 544-551 of the Bankruptcy Code;

Excluded Assets. Notwithstanding Section 2.1, The parties agree that the following assets shall be are excluded from this Agreement the Acquired Assets being sold and shall not be sold, conveyed, assigned, transferred or delivered conveyed to Buyer pursuant hereto; and hereunder, even if they relate to the value of such Excluded Assets shall not be taken into account Business or are otherwise used in connection with the determination of the Purchase Price pursuant to Section 2.4Business: (a) Any insurance policies maintained by Seller with respect all of Sellers’ cash and cash equivalents on hand and in banks and similar institutions, deposits (other than Customer Prepayments) and funds held in escrow not related to the Business and any prepaid insurance expensesBusiness; (b) Any intercompany deposits with Seller any rights to the names “Integrated Electrical Services, Inc.,” “IES,” “IES Commercial,” “IES Industrial,” “IES Tangible Properties,” and intercompany receivables from Seller or an Affiliate derivations of Sellerthe same (the “Excluded Marks”); (c) Seller's franchise the business records of Sellers relating to be a corporationpre-Closing accounting, its certificates legal, and personnel matters of incorporation, bylaws, minutes books and other records having the Business that Sellers are required by law to do with the organization and capitalization of Sellerretain in their possession (but Sellers shall provide copies thereof to Buyer); (d) Any claims (i) all performed Contracts, including all fulfilled purchase orders, (ii) all Agency Agreements described on Schedule 3.29, and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses iii) all leases for personal property with respect to such claims which assignment is prohibited and rightsfor which consent to assignment cannot be obtained and that are listed on Schedule 2.2 (d) (collectively, the “Excluded Contracts”); (e) All payments made by Seller which constitute prepaid Taxes of Sellers’ bank, brokerage, and similar accounts and all lockboxes in the name of Sellers; (f) All rights in connection with and assets of the Business Plans; (g) All insurance policies and all claims for refunds of Taxes and other governmental charges Sellers’ insurance benefits relating to pre-Closing periods, except to the extent that such insurance benefits pertain to assets related to the Business with respect to which there was a casualty loss and that have not been replaced, repaired or restored prior to the Closing; (h) all approvals, permits, authorizations (including environmental Permits), licenses, orders, registrations, certificates, variances, and other similar permits or rights obtained from any Governmental Authority and all pending applications therefore, to the extent that such permits or rights are not assignable and listed on Schedule 2.2(h); (i) the Spectrum Construction Software described on Schedule 2.2(i) (the “Job Costing Software”), and all other software described on Schedule 2.2(i) (collectively, the “Excluded Software); (j) all Tax refunds relate to the extent that such Tax refunds pertain to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (ik) All all of Sellers’ rights of Seller under this Agreementthe Transaction Agreements.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary contained in this Agreement, the following assets Seller shall retain all of its right, title and interest in and to, and there shall be excluded from this Agreement the sale, transfer, assignment and shall not be sold, conveyed, assigned, transferred or delivered delivery to Buyer pursuant hereto; hereunder, any and all assets or properties not specifically included in Section 1.01 (collectively, the value “Excluded Assets”). Without limitation, those assets of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Seller set forth below are explicitly excluded: (ai) Any insurance policies maintained by Seller cash, cash equivalents, investments, securities and bank and other depository accounts; (ii) books and records, licenses and permits or goodwill to the extent related to the Excluded Assets, the Retained Business or the Retained Liabilities and all personnel and employment records; (iii) any assets related to any employee benefit plan in which any Business Employees participate; (iv) except for the Transferred Intellectual Property and the grant of rights under the Trademark License Agreement and the Software License Agreement, all Intellectual Property, including, (A) the name and ▇▇▇▇ “UMI,” any variations and derivations thereof, and any other logos or trademarks of Seller, alone or with respect any other name or ▇▇▇▇, (B) the software related to the Business Systems Replacement software (to the extent such software was developed or owned by Seller and which may constitute improvements to third-party software), (C) any prepaid insurance expensesand all customizations, modifications, and configurations made and developed by Seller to third-party software applications that are not being transferred but are separately licensed by Buyer, and (D) all know-how, methods and processes used or held for use in the conduct of the Acquired Businesses or the use of the Production Assets; (bv) Any intercompany deposits all ProQuest Retained Microform Products and all rights to the Retained Business, including all Electronic Rights held by Seller for all microform associated with Seller and intercompany receivables from Seller or an Affiliate of Sellerthe transferred Periodicals Microform Business; (cvi) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books all prepaid expenses for software maintenance and other records having to do with the organization and capitalization of Sellerlicensing fees; (dvii) Any claims all tangible and rights against third parties (includingintangible property comprising the data center and network infrastructure of Seller, without limitationwhether or not such items would otherwise be considered fixtures of the Facility, insurance carriersincluding the assets listed on Schedule 1.02(vii), to but excluding the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsassets listed on Schedule 1.01(ii); (eviii) All payments made by Seller all rights to Contracts which constitute prepaid Taxes of the Business and all are not Transferred Contracts; (ix) any refunds, claims for refunds or rights to receive refunds from any Taxing Authority with respect to Taxes paid or to be paid by Seller or any of Taxes and other governmental charges to the extent such refunds relate its Affiliates relating to periods or portions thereof ending on or prior to the Closing Date; (fx) Any pension, health any records (including accounting records) related to Taxes paid or welfare plans, payable by Seller or any post-retirement benefits for any employees of Seller its Affiliates and all payments made by Seller which constitute prepaid expenses of the Business financial and Tax records relating to the Acquired Businesses; provided that Buyer shall be entitled to copies of any such excluded employee benefitsrecords (other than records related to income Taxes) that it may reasonably request; (gxi) Seller's depository’s corporate charter documents, payroll minute books, stockholder records, stock transfer records, similar corporate records and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))corporate seal; (hxii) All amounts owing such records as relate to the negotiation and consummation of the transactions provided for in this Agreement and all records prepared in connection with the sale of the Acquired Businesses; (xiii) all insurance policies relating to the Transferred Assets, any refunds paid or payable in connection with the cancellation or discontinuance of any such insurance policies, and any claims made under any such insurance policies; (xiv) Claims arising under insurance policies or based on pending, or threatened litigation, including all rights to indemnification for expenses and attorney’s fees in connection therewith, and all rights to assert Claims that Seller ever had, now have or in the future may have, whether known or unknown, relating in any way to the purchase or procurement of any goods, services or products (in each case, other than any Inventory) by, or on behalf of, the Acquired Businesses, in either case, at any time up until the Closing, along with any and all recoveries by Source One Spares settlement, judgment or otherwise in connection with any such Claims; (xv) Seller’s rights under this Agreement and those assets listed any other agreements contemplated hereby and any other agreements, certificates and instruments delivered in Schedule 2.2(h); connection with this Agreement, and (ixvi) All rights of Seller under this Agreementall assets on Schedule 1.02(xvi).

Excluded Assets. Notwithstanding Section 2.1any provision of this Agreement to the contrary, the following assets Purchaser shall not acquire and there shall be excluded from the Assets, the Company's interest in each of the following (the "Excluded Assets"): (1) any and all rights of the Company to cash received from the conduct of its business prior to the Closing Date (as defined in Section 2 hereof), including all cash on hand or in banks, cash equivalents, accounts receivable ("Accounts Receivable"), marketable and non-marketable securities and other investments and all rights in any funds of any nature wherever maintained; (2) the rights of the Company under this Agreement and shall not be sold, conveyed, assigned, transferred or the documents and other papers delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in Company by the determination of the Purchase Price Purchaser pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesthis Agreement; (b3) Any intercompany deposits with Seller the minute book, stock book, tax returns and intercompany receivables from Seller or an Affiliate related papers, employment and personnel records and other books and records of Sellerthe Company that do not relate to the Systems; (c4) Seller's franchise to be a corporationany and all rights of the Company in and under the Commercial Lease Agreement dated May 25, its certificates of incorporation2000 by and between Hickman Plumbing Co., bylawsthe Company, minutes books Mr. Chick and other records having to do with Mr. Ferguson (the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights"▇▇▇▇ ▇▇operty Lease"); (e5) All payments made all ▇▇▇▇▇▇▇ ▇▇ credits, if any, of taxes due to or from the Company by Seller which constitute prepaid Taxes reason of its ownership of the Business and all claims for refunds Assets or operation of Taxes and other governmental charges its business to the extent such refunds relate attributable to periods any time period ending on or prior to the Closing Date; (f6) Any pension, health motor vehicles or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsleases therefor; (g7) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)United States Patent # 5,575,319; and (i) All 8) the names (including without limitation any rights of Seller under this Agreementuse) "USA Leader" and "USA Leader, Inc." or any URLS or Internet domain names containing such names or any variation thereof, except as provided in Section 5.8 hereof.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1 or elsewhere in this Agreement, the following assets shall be of the Sellers exclusively used in or relating to the Business (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from this Agreement the Purchased Assets and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value of such Excluded Assets shall not be taken into account in the determination property of the Purchase Price pursuant to Section 2.4Sellers after the Closing: (a) Any insurance policies maintained by Seller with respect all cash, cash equivalents and short-term investments, including any loan loss allowance related to the Business and any prepaid insurance expensesAccounts Receivables; (b) Any intercompany deposits with Seller all minute books, stock Records and intercompany receivables from Seller or an Affiliate of Sellercorporate seals; (c) Seller's franchise all insurance policies of the Sellers and rights thereunder (except to be a corporation, its certificates the extent specified in the definition of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerPurchased Assets); (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to all of the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsContracts set forth in Schedule 2.2(d); (e) All payments made all Intellectual Property Rights; (f) all personnel Records and other Records that the Sellers are required by Seller which constitute prepaid Taxes Law to retain in their possession; provided, however, subject to obtaining the Consent of any Employee or other Person, that, to the extent necessary to the operation of the Business and not in violation of any Law, the Sellers shall provide copies of such Records to Buyer (at Buyer’s expense); (g) all claims for refunds refund of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))whatever nature; (h) All amounts owing all rights to Seller or in any judgment, Orders or awards relating to any Proceeding commenced by Source One Spares and those assets listed in Schedule 2.2(h)the Sellers against Third Parties prior to the Effective Time; (i) all Licenses, except to the extent transferred as a Purchased Asset; and (ij) All all rights of Seller the Sellers under this AgreementAgreement and any of the Ancillary Agreements.

Excluded Assets. Notwithstanding the provisions of Section 2.1, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account in include the determination of following (herein referred to as the Purchase Price pursuant to Section 2.4:"Excluded Assets"): (a) Any insurance policies maintained all corporate minute books and stock transfer books and the corporate seal of Seller and its Affiliates and all other books and records which Seller or its Affiliates may be required by Seller with respect law to retain or which do not relate to the Business and Purchased Assets or the Assumed Liabilities, provided that Buyer shall be entitled to receive copies of any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes such books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations the Business and to the extent that the provision of such copies is not otherwise prohibited by law; (b) all refunds of any Tax for which Seller is liable pursuant to Section 8.2; (c) any Contracts that are not assumed by Buyer Seller Agreements, including those set forth in Schedule 2.2(c); (except to d) the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsassets listed in Schedule 2.2(d); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateSeller's corporate phone number; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsworkers' compensation premiums; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))any Employee promissory notes in favor of Seller or any of its Affiliates from any Employee; (h) All amounts owing the capital stock of any subsidiaries of Seller or any subsidiaries of its Affiliates; (i) any claims that Seller may have against any of its current or former Representatives; (j) all cash and cash equivalents of Seller; (k) any books, records, files, customer lists, research and development files, records and laboratory books and credit records of customers (including all data and other information stored on discs, tapes or other media) if and to the extent Seller or its Affiliates are required by Source One Spares law to retain such books, records, files or lists; provided that Buyer shall be entitled to receive copies of any such books and those assets listed in Schedule 2.2(h)records to the extent they relate to the Business and to the extent that the provision of such copies is not otherwise prohibited by law; and (il) All rights any intercompany receivable of Seller under this Agreementor any of its Affiliates.

Excluded Assets. Notwithstanding Section 2.1, (a) The following shall constitute Excluded Assets: (i) Avoidance Actions; (ii) Excluded Contracts; (iii) the following assets shall be excluded from Subsidiary Interests; (iv) the HFA Inventory and the Excluded Inventory; (v) all cash and cash equivalents of Seller; (vi) Seller’s rights under this Agreement and shall not be sold, conveyed, assigned, transferred all cash and non-cash consideration payable or delivered deliverable to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price Seller pursuant to Section 2.4: the terms and provisions hereof; (avii) Any insurance proceeds, claims and causes of action with respect to or arising in connection with (1) any lease or contract which is not assigned to Purchaser at the Closing, or (2) any item of tangible or intangible property not acquired by Purchaser at the Closing; (viii) life insurance policies of officers and other employers of Seller; (ix) all employee benefit plans, employment agreements and any other similar arrangements (written or oral) maintained by Seller relating to employment, employee health, welfare and benefits with respect to any employee of Seller; and (x) any other assets that Purchaser determines are not desirable to the ongoing operation of the Business as of the Closing and any prepaid insurance expenses;thereafter. (b) Any intercompany deposits with Seller and intercompany receivables from Seller For the avoidance of doubt, Purchaser may nonetheless elect to receive the HFA Inventory, either before or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to after the Closing Date; (f) Any pension, health Date as “work in process” and not make such HFA Inventory available for resale until Purchaser has procured all necessary mechanical or welfare plans, any post-retirement benefits for any employees other licenses to permit the resale of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this AgreementExcluded Inventory.

Excluded Assets. Notwithstanding Section 2.1The Assets shall exclude the following (collectively, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: Assets”): (a) Any insurance policies maintained by Seller All of each of the Operating Sellers’ cash, cash equivalents and deposits, all interest payable in connection with respect any such items and rights in and to bank accounts, marketable and other securities and similar investments of the Business and any prepaid insurance expenses; Operating Sellers; (b) Any intercompany deposits with insurance policies, promissory notes, amounts due to any Operating Seller from employees, bonds, letters of credit, certificates of deposit, or other similar items, and intercompany receivables from Seller any cash surrender value in regard thereto; provided, that in the event the Operating Sellers are obligated to assign to Buyer the proceeds of any such insurance policy or an Affiliate to cause the assignment of Seller; such proceeds at the time a Closing occurs under Section 6.3, such proceeds shall be included in the Assets; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; Any Employee Plan; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to All Tangible Personal Property disposed of or consumed in the extent they relate to liabilities or obligations that are not assumed Ordinary Course of Business as permitted by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); this Agreement; (e) All payments made Tax Returns and supporting materials (including Tax software), all original financial statements and supporting materials, all books and records that the Operating Sellers are required by Seller which constitute prepaid Taxes law to retain (provided that copies of the Business same are provided to Buyer), all of the Operating Sellers’ organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of the Operating Sellers relating to the sale of the Assets and all records and documents related to any assets excluded pursuant to this Section 2.2; (f) Any interest in and to any claims for refunds refunds, credits, rebates and abatements of federal, state, or local franchise, income, or other Taxes and other governmental charges to the extent such refunds relate to for periods (or portions thereof) ending on or prior to the Closing DateDate and any net operating losses of Sellers; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1Seller is not selling, and Buyer is not purchasing, any of the following assets of Seller, all of which shall be retained by Seller and excluded from this Agreement and shall not be soldthe Purchased Assets (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect to all Contracts listed on Schedule 2.2(a) (the Business and any prepaid insurance expenses“Excluded Contracts”); (b) Any intercompany deposits with Seller and intercompany receivables from all rights which accrue or will accrue to Seller or an Affiliate any Owner under the Transaction Documents; (c) all rights and assets under any Benefit Plan and trusts or other assets attributable thereto; (d) all insurance policies of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All all payments made by Seller Parties which constitute prepaid Taxes of the Business or with respect to the Purchased Assets and all rights to or claims for Tax refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateTax credits; (f) Any pensionthe assets, health or welfare plansproperties, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsrights specifically set forth on Schedule 2.2(f); (g) cash held in Seller's depository’s bank accounts as of the Closing, payroll but only to the extent such cash is not included in Seller’s estimate of Current Assets or otherwise necessary to achieve the Net Working Capital Target (and other accounts (but not including excluding restricted cash, cash represented by Customer Deposits and the cash to be transferred to Buyer as contemplated by Section 2.1(a)Closing Cash in the Operating Accounts); (h) All amounts owing to Seller by Source One Spares Owners’ Tax Returns and those assets listed in Schedule 2.2(h)originals of Seller’s Tax Returns and related work papers and correspondence with accountants; and (i) All rights Seller’s seal, organizational documents, minute books, equity record books, and other records having to do exclusively with the organization of Seller, and such other books and records which Seller is prohibited from disclosing or transferring to Buyer under this Agreementapplicable Law and is required by applicable Law to retain (provided that Seller shall provide copies of such books and records to Buyer to the extent permitted by applicable Law upon Buyer’s reasonable request).

Excluded Assets. Notwithstanding any requirement in Section 2.12.2 to the contrary, Buyer acknowledges and agrees that the following assets shall Assets to be excluded from this Agreement and owned by the Company or its Subsidiaries at the Closing shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and include the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4following: (a) Any insurance policies maintained by Seller with respect any amount paid to D P Media of Panama City, Inc. and D P Media License of Panama City, Inc. upon the assignment of the licenses for radio station WEBZ(FM), Panama City, Florida, to Jacor Licensee of Louisville II, Inc. (the "WEBZ(FM) Distribution"), it being understood that the Company shall be permitted to distribute the entire amount of the WEBZ(FM) Distribution to the Business and Sellers at any prepaid insurance expensestime prior to Closing; (b) Any intercompany deposits with Seller and intercompany receivables from Seller all or an Affiliate any portion of Sellerthe Time Brokerage Agreements Fee, it being understood that the Company shall be permitted to distribute the entire amount of the Time Brokerage Agreements Fee to the Sellers at any time prior to Closing; (c) Seller's franchise to be a corporation, its certificates copies of incorporation, bylaws, minutes all books and other records having that any Seller is required by law to do with the organization and capitalization of Sellerretain; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)any collective bargaining agreements; (e) All payments made by Seller which constitute prepaid Taxes all property listed on SCHEDULE 2.3 hereto, it being understood that the Company shall be permitted to distribute all such property to Sellers or a newly formed subsidiary of the Business and all claims for refunds of Taxes and other governmental charges Sellers at any time prior to the extent such refunds relate Closing; and (f) all assets and properties that are owned, leased or held by the Company, CAP, CAP Boston, Channel 66 or Norwell License that are used or useful solely in connection with the business or operations of WWDP(TV) (collectively, the "WWDP Assets"), it being understood that the Company shall be required to periods ending on or transfer, assign and convey the WWDP Assets to a newly formed limited liability company prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees in accordance with the provisions of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement6.8 hereof.

Excluded Assets. Notwithstanding Section 2.1, Buyer expressly understands and agrees that the following assets and properties of Seller and its Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Purchased Assets: (a) Any insurance policies maintained by Seller with respect to the Business all of Seller’s or its Subsidiaries’ cash and any prepaid insurance expensescash equivalents on hand and in banks, except for ▇▇▇▇▇ Cash; (b) Any intercompany deposits with Seller insurance policies relating to the Business and intercompany receivables from Seller all claims, credits, causes of action or an Affiliate of Sellerrights under such insurance policies; (c) Seller's franchise to be a corporationall Owned Intellectual Property Rights (other than Business Owned IPR), its certificates of incorporation, bylaws, minutes books Shared License Agreements and other records having to do with Trademarks (it being understood that nothing in this Section 2.02(c) shall limit the organization and capitalization of SellerLicense); (d) Any claims all books, records, files and rights against third parties papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (includingincluding relating to the sale process) and all minute books and corporate records of Seller and its Subsidiaries; (e) copies (as opposed to the originals) of any books, without limitationrecords files or papers relating to Taxes described in Section 2.01(i); (f) copies (as opposed to the originals) of any of the books, insurance carriersrecords, files and papers described in Section 2.01(i), to the extent Seller reasonably concludes that they relate are or may be necessary or useful in connection with Seller’s or its Subsidiaries’ defense or prosecution of any suit, action or proceeding relating to liabilities or obligations that are not assumed by Buyer a Retained Liability; (except g) copies of the personnel and employment records described in Section 2.01(i) to the extent Buyer shall have incurred costs Seller reasonably concludes that they are or may be necessary or useful in connection with Seller’s obligations under Article 9; (h) the property and expenses assets described on Section 2.02(h) of the Seller Disclosure Schedule; (i) all rights of Seller arising under this Agreement or the transactions contemplated hereby; (j) all contracts, agreements, commitments and other instruments of the Seller or any of its Subsidiaries that do not relate exclusively to the operation of the Business as currently conducted by the Seller or its Subsidiaries (including any contract, agreement or commitment with any Business Contractor pursuant to which such Business Contractor provides services to Seller or its Subsidiaries with respect to such claims any business other than the Business) and rights(A) any contract, agreement, commitment or other instrument listed on Section 2.02(j) of the Seller Disclosure Schedule and (B) any Intra-Company Agreement (together, the “Excluded Contracts”). (k) any payments or other receivables owing from any customer on account of any products produced at the Facilities where title has passed to the customer (including Seller or any of its Subsidiaries in its capacity as a customer) prior to Closing; (el) All all of Seller’s or its Subsidiaries’ right, title and interest in and to all (i) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments made by Seller which constitute prepaid Taxes arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (which, for the avoidance of doubt, shall include all claims for refunds sales of Taxes hydrocarbon products or inventories other than the Hydrocarbon Inventory) and the security arrangements, if any, related thereto, (ii) all bonds, letters of credit or other governmental charges security arrangements posted or otherwise issued by the Seller or any of its Subsidiaries in favor of any other Person, other than any Prepayments, and (iii) in each case including any rights with respect to any third party collection procedures or any other actions or proceedings in connection with the foregoing; (m) all of Seller’s or its Subsidiaries’ rights arising under any outstanding receivable arising prior to Closing between the Seller or any of its Subsidiaries in respect of the Business, on the one hand, and Seller or any Affiliate of the Seller in respect of any other business division, group or function, on the other hand; (n) all assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Seller, its Affiliates or their respective employees, in each case other than as expressly assumed by or provided to be transferred to Buyer pursuant to Article 9; (o) the original personnel and employment records relating to Transferred Employees to the extent Applicable Law does not require that Buyer receive such refunds original records; (p) any and all Fuel Credits that (i) relate to periods ending on the ownership or operation of the Business or Purchased Assets and are in existence, acquired, generated or otherwise attributable to the period prior to Closing; (ii) do not otherwise relate to the operation of the Business or Purchased Assets, or (iii) relate to the ownership or operation of any business by Seller or any of its Subsidiaries from and after Closing; (q) all assets with respect to Taxes, including all Tax refunds, relating to any Pre-Closing Tax Period; (r) any Purchased Assets sold or otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of any provision of this Agreement during the period from the Execution Date until the Closing Date; (fs) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsExcluded Meraux Equity Interests; (gt) Seller's depository, payroll and other accounts all assets primarily (but not including except as provided for in Sections 2.01(a) through 2.01(o)) or exclusively related to the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)Excluded Businesses; and (iu) All rights of Seller under this Agreementall hydrocarbon inventories and products other than the Hydrocarbon Inventory.

Excluded Assets. Notwithstanding Section 2.1, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect Notwithstanding anything to the Business and any prepaid insurance expenses;contrary in this Agreement, the Property shall not include the following (the "Excluded Assets"): (bi) Any intercompany those items expressly excluded pursuant to the provisions of Sections 1.2.1, 1.2.2, 1.2.3, 1.2.4, 1.2.5, 1.2.6 below; (ii) all cash and cash equivalents (other than security deposits and advances); (iii) Inventory transferred or consumed by FGL in the ordinary course of the Business prior to the Closing Date; (iv) any lease, rental agreement, contract, agreement, license, purchase and sale order or other contract terminated or expired prior to the Closing Date in accordance with Seller and intercompany receivables from Seller its terms or an Affiliate in the ordinary course of Seller; the Business; (cv) Seller's franchise to be a corporationany right, its certificates of incorporationclaim, bylawschose in action, minutes books and other records having to do with the organization and capitalization of Seller; property or asset listed on EXHIBIT "E" hereto; (dvi) Any all preference or avoidance claims and rights against third parties (actions of the Seller, including, without limitation, insurance carriers)any such claims and actions arising under Sections 544, 547, 548, 549, and 550 of the United States Bankruptcy Code; (vii) the Seller's rights under this Agreement and all cash and non-cash consideration payable or deliverable to the extent they relate Seller pursuant to liabilities the terms and provisions hereof; or obligations that are (viii) insurance proceeds, claims and causes of action with respect to or arising in connection with (A) any Contract which is not assumed assigned to Buyer at the Closing Date, or (B) any item of tangible or intangible property not acquired by Buyer at the Closing Date. (except b) If any claimant asserts that its cure amount with respect to any Real Property Lease or Other Lease and Contract is greater than the extent amount listed in the Sale Procedure Motion, then Buyer shall have incurred costs the right to designate such Real Property Lease or Other Lease and expenses with respect to Contract as an Excluded Asset; provided, however, that the Purchase Price shall not be adjusted for such claims cure amount and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such cure amount shall be excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreementfrom Assumed Liabilities.

Excluded Assets. Notwithstanding Section 2.1any provision of this Agreement to the contrary, the following assets Purchaser shall not acquire and there shall be excluded from the Assets, each of the following (the “Excluded Assets”): (i) the business, assets and properties of the ChinaWeal Group, as well as any equity capital of any entities in the ChinaWeal Group; (ii) all rights of Seller and the Selling Subsidiaries under this Agreement and shall not be sold, conveyed, assigned, transferred or the documents and other papers delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price Seller pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesthis Agreement; (biii) Any intercompany deposits with all original financial records and tax records of Seller and intercompany receivables from its Affiliates (other than the original financial records and tax records of the Transferred Companies) relating to the Business, the Assets or the Assumed Liabilities; provided that Seller or an Affiliate of Sellerand its Affiliates will furnish Purchaser with copies upon request and will afford Purchaser and its Representatives access to such records as contemplated in Section 5.13(c); (civ) Seller's franchise the Lenovo Trademarks licensed to be a corporation, its certificates of incorporation, bylaws, minutes books Purchaser under Section 5.19(b) and the other records having to do with the organization and capitalization of SellerExcluded Intellectual Property; (dv) Any claims any assets sold or otherwise disposed of in the ordinary course and not in violation of any provisions of this Agreement or any other Transaction Document on or prior to Closing; (vi) any inter-company payables or receivables between (1) Seller and its Subsidiaries (other than the Transferred Companies) and (2) the Transferred Companies; (vii) the other assets and business of Seller used primarily in the Telecommunications Applications Services Division (to the extent not owned and operated by the ChinaWeal Group) as set forth in Section 2.2(vii) of the Seller Disclosure Schedule); (viii) all refunds of Taxes which Seller is required to pay under Section 5.7(d) or which Seller has paid or caused the Selling Subsidiaries or the Transferred Companies to pay prior to Closing, net of any Tax paid upon receipt of such refunds, and not including any refunds which are set forth as assets on the Closing Date Balance Sheet as finally determined under Section 2.10; (ix) except as provided in Section 2.1(l), all cash on hand or in banks, cash equivalents, all rights against third parties in any funds of any nature (including, without limitation, insurance carriersfunds relating to vacation pay, workers’ compensation, unemployment compensation and other employee benefits), to bank and security accounts, safe deposit boxes and vaults, wherever maintained or held by the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Business; (ex) All payments made by Seller which constitute prepaid Taxes Lenovo AI and the assets and properties of the Business Insurance IT Services Division conducted by Lenovo AI; (xi) The Software License Framework Agreement dated June 1, 2003 between LCSTCL and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending LBL, which Seller shall terminate on or prior to the Closing DateClosing; (fxii) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsExcluded Permits; (gxiii) Seller's depositorythe Real Property, payroll and other accounts (but not including which shall be made available to Purchaser or its Subsidiaries under the cash to be transferred to Buyer as contemplated by Section 2.1(a))Transitional Services Agreement; (hxiv) All amounts owing to the asset and properties as set forth in Section 2.2(xiv) of the Seller by Source One Spares and those assets listed in Schedule 2.2(h)Disclosure Schedule; and (ixv) All rights any and all accounts receivable from the Nanguan District Bureau of Seller under this AgreementEducation of Changchun in connection with products and services of the Business.

Excluded Assets. Notwithstanding anything to the contrary contained herein, including in Section 2.12.1 above, the following assets Sellers shall be excluded from this Agreement retain all of their right, title and interest in and to, and shall not be soldTransfer to the Purchaser, conveyedthe foregoing (collectively, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:"EXCLUDED ASSETS"): (a) Any insurance policies maintained by Seller with respect all cash, cash equivalents and marketable securities, including, but not limited to, any and all cash, check, money order, wire transfer or other deposits of the Sellers received prior to the Business Effective Time and any prepaid insurance expensesdeposited into the bank or other deposit accounts of the Sellers prior to the Effective Time, whether or not such deposits have cleared; (b) Any intercompany deposits with Seller any tangible or intangible assets of RoweCom, Inc., a Delaware corporation ("ROWECOM") and intercompany receivables from Seller divine/▇▇▇▇▇▇▇▇-▇▇▇▇, Inc., an Illinois corporation ("D/W-H") and their respective direct or an Affiliate of Sellerindirect subsidiaries; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Sellerall Contracts that are not Assigned Contracts; (d) Any claims all prepaid expenses, security deposits and rights against other credits owed to the Sellers from third parties (including, without limitation, insurance carriers)parties, to the extent they relate not primarily related to liabilities the Transferred Assets; (e) all intercompany rights or obligations that are not assumed by Buyer between any Sellers; (f) all rights and incidents under policies, contracts or arrangements other than as set forth in Section 2.1(k) above; (g) all rights, demands, Claims, and Actions of Sellers (except to the extent Buyer shall have incurred costs and expenses with respect related to such claims and rightsa Transferred Asset or an Assumed Liability); (eh) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes defenses, Claims, counter-Claims, rights or offset and other governmental charges Actions against any Person asserting or seeking to enforce any Liability against the Sellers, to the extent such Liability is not assumed by the Purchaser pursuant to this Agreement; (i) any intracompany or Affiliate receivables, advances or indebtedness of any Seller; (j) any rights of any Seller under this Agreement; (k) subject to Section 6.5 hereof, any avoidance or similar Actions, including but not limited to Actions under sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code; (l) any income tax refunds relate to periods ending on or credits arising out of the operation of the Business prior to the Closing Date; (fm) Any pension, health or welfare plans, any post-retirement benefits for bids received from any employees of Seller and all payments made by Seller which constitute prepaid expenses other Person in connection with the proposed sale of the Business or the Transferred Assets and any analyses prepared by or on behalf of Sellers of any bids for the Business or any materials relating to such excluded employee benefitsthe negotiations with any potential bidder; (gn) Seller's depository, payroll any Books and other accounts (but not including Records related to the cash to be transferred to Buyer as contemplated by Section 2.1(a))Sellers' employees the Transfer of which would conflict with any confidentiality or privacy obligation of the Sellers under applicable Law; (ho) All amounts owing any assets of any employee benefit plan of any Seller and any rights under any such plan or any contract, agreement or arrangement between any employee or consultant and Sellers; (p) all rights of the Sellers under the agreements set forth on Schedule 2.2(p) under which the counterparty or counterparties agree not to Seller compete with the Business or agree to keep confidential information regarding the Business, but only to the extent such agreements are not assignable to the Purchaser as a matter of law under the Bankruptcy Code; (q) except as set forth in Section 2.7 below, the capital stock of any subsidiary of any Seller; (r) assets primarily relating to the Net Unlimited business of the Sellers; (s) any professional retainer fees previously paid by Source One Spares and those the Sellers; (t) the assets listed on Schedule 2.2(t) which includes certain computers and related information technology necessary to wind-up the Bankruptcy Case; (u) all employment agreements to which any Seller is a party; PROVIDED that to the extent any benefit of a nature described in Schedule 2.2(hSection 2.1(m) arising under any such employment agreement is transferable to the Purchaser without the consent of the employee (notwithstanding the fact that such employment agreements will not be assumed by or assigned to the Purchaser, and are intended to be rejected by the Sellers in the Bankruptcy Case), then such benefit shall be included in the Transferred Assets; (v) any monies escrowed by customers of RoweCom; and (iw) All rights all bank and other deposit accounts of Seller under this Agreementthe Sellers.

Excluded Assets. Notwithstanding anything in Section 2.12.2 hereof --------------- to the contrary, AGI, the following assets Seller and NDI shall be excluded from this Agreement retain all of their respective right, title and interest in, to and under all, and shall not be soldTransfer to the Purchaser or Acquisition Sub any, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:following assets, rights or properties (collectively, the "Excluded Assets"): (a) Any insurance policies maintained by Seller with respect to any cash or cash equivalents in hand or in banks for the Business and any prepaid insurance expensesaccount of AGI, the Seller, Neyco or NDI; (b) Any intercompany any Federal, state, local and foreign income Tax deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities not refunded) paid by AGI, the Seller, Neyco or obligations that are not assumed by Buyer (except to NDI in connection with the extent Buyer shall have incurred costs and expenses income or operations of the Business with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods any period ending on or prior to the Closing Date; (c) any proceeds paid or payable to AGI, the Seller or NDI pursuant to, and any rights of AGI, the Seller and NDI under, this Agreement; (d) the Electronic R&D Equipment identified on SCHEDULE 2.3(D) hereto; (e) any minute books, stock books and similar corporate records of AGI, the Seller and Neyco and any other documents that they are required by law to retain in their possession; (f) Any pension, health or welfare planssubject to Article XII hereof, any post-retirement benefits for any employees employee benefit plan of AGI, the Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsor NDI; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))Excluded Proprietary Rights; (h) All amounts owing to Seller by Source One Spares and those assets listed prepaid insurance paid in Schedule 2.2(h)the ordinary course of the conduct of the Business; (i) the Excluded System; and (j) the following Contracts: (i) All rights the Employment Agreement, effective as of March 1, 1994, between the Seller under this Agreementand ▇▇▇▇▇▇ ▇▇▇▇▇ described on Schedule 4.12(h) hereof, (ii) the oral agreements between the Seller and the Division described on Schedule 4.12(k), and (iii) the revolving credit facility, dated February 15, 1994, between the Seller and IBJ ▇▇▇▇▇▇▇▇▇ Bank & Trust Company.

Excluded Assets. Notwithstanding Section 2.1any other provision of this Agreement to the contrary, the following assets shall be Assets of Sellers existing on the Closing Date (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from this Agreement the Purchased Assets and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value property of such Excluded Assets shall not be taken into account in Sellers after the determination of the Purchase Price pursuant to Section 2.4Closing: (ai) Any insurance policies all minute books, seals, equity record books and equity transfer records of Sellers and Tax Returns and Tax records of Sellers and the books and records of Sellers; (ii) all Contracts set forth on Exhibit H (the "Excluded Contracts"); (iii) all personnel records and other records that Sellers are required by law to retain in its possession; (iv) all rights and interests under or in connection with, and any assets of, any of the Employee Plans maintained by Seller Sellers solely for the benefit of its employees and any related trusts or funding vehicles; (v) all rights of Sellers under this Agreement, including with respect to the Business and any prepaid insurance expensesPurchase Price; (bvi) Any intercompany deposits the right of the Company to claim for net refunds of income Taxes or gross receipts Taxes of the Company in excess of deficiencies for any period or with Seller and intercompany receivables from Seller respect to any event, adjustment or an Affiliate of Selleroccurrence prior to the Closing Date; (cvii) Seller's franchise to be a corporationprepaid Taxes, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods Tax loss carry forwards including interest thereon or claims therefor for any period or portion thereof ending on or prior to the Closing Date; (fviii) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses insurance policies of the Business relating Sellers to such excluded employee benefits; (gthe extent not transferable as set forth in Section 1.1(x) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)above; and (iix) All rights refunds of Seller under this Agreementany insurance premiums with respect to any insurance policies.

Excluded Assets. Notwithstanding Section 2.1, the following assets The parties agree that there shall be excluded from this Agreement and shall the Assets the following which are not be sold, conveyed, assigned, transferred or delivered being sold to Buyer pursuant hereto; and to this Agreement (the value of such "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"): (a) Any insurance policies maintained by Seller with respect to the Business all cash on hand and any prepaid insurance expenseson deposit of Seller, except as set forth in Section 1.4 hereof; (b) Any intercompany deposits with accounts payable of Seller ("Accounts Payable") (i) as of the close of business on the day immediately preceding the Closing (as defined herein) and intercompany receivables from Seller or an Affiliate (ii) attributable to the operation of Sellerthe Business prior to the Closing Date (as defined herein); (c) all of Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books accounts receivable and other records having rights to do 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 organization and capitalization of Seller;extent they exist prior to the Closing (the "Accounts Receivable"). (d) Any claims and rights against third parties (including, without limitation, insurance carriers), all trip tickets for services performed prior to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Closing; provided Buyer shall upon prior reasonable notice have incurred costs and expenses with respect access to such claims and rights);after closing for legitimate business reasons. (e) All payments made by all contracts and contractual rights and obligations of Seller (whether oral or in writing) which constitute prepaid Taxes of are not related to the Customer Accounts, the Assets and/or the Business and all claims for refunds of Taxes and other governmental charges on which the parties have agreed to the extent such refunds relate to periods ending exclude as more specifically set forth on or prior to the Closing Date;Schedule 1.2(e) hereto; and (f) Any pension, health all employment or welfare plans, any post-retirement benefits for any employees of consulting agreements to which Seller and all payments made is a party or by which Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits;is bound. (g) Seller's depositoryall computer hardware, payroll software, office equipment and other accounts related information, technology assets (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)licenses) listed on Schedule 1.2(g); (h) All amounts owing to Seller by Source One Spares all minute books, stock records and those assets listed in Schedule 2.2(h); andcorporate seals; (i) All all fuel receipts; (j) all insurance policies and rights 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 AgreementAgreement and any agreements executed in connection herewith; (p) any items listed on Schedule 1.2(p).

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1 or elsewhere in this Agreement, the following assets shall be of Sellers (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated under this Agreement, are excluded from this Agreement the Assets and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value property of such Excluded Assets shall not be taken into account in Sellers after the determination of the Purchase Price pursuant to Section 2.4Closing: (a) Any insurance policies maintained by Seller with respect to the Business all cash, cash equivalents and any prepaid insurance expensesshort-term investments; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate the items of SellerTangible Personal Property set forth on Part 2.2(b); (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerInventories set forth on Part 2.2(c); (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)all accounts receivable of Sellers; (e) All payments made by Seller which constitute all minute books, stock Records and corporate seals; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, including those listed in Part 3.14(b); (g) the shares of capital stock of Sellers; (h) all rights of Sellers relating to deposits and prepaid Taxes expenses, claims for refunds and rights to offset in respect thereof, including those listed in Part 2.2(h); (i) all insurance policies and rights thereunder; (j) all of the Business Customer Contracts listed in Part 2.2(j) and all other Contracts of Sellers that either are not Customer Contracts or are not listed on Part 2.1(d); and (k) all Records (including personnel Records) that Sellers are required by law to retain in their possession, and an archival copy of all data and Records as contemplated by Section 2.2(g); (l) all claims for refunds refund of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateof whatever nature; (fm) Any pensionexcept as provided in Section 10.1 of this Agreement, health or welfare plans, any post-retirement benefits for any employees of Seller all rights in connection with and all payments made by Seller which constitute prepaid expenses assets of the Business relating to such excluded employee benefitsEmployee Plans; (gn) Seller's depositoryall rights of Sellers under this Agreement, payroll the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement or any other agreements, documents or instrument entered into in connection herewith; (o) all data collected from customers and other accounts (but not including participants in connection with the cash to be transferred to Buyer as contemplated health and wellness screening and other specimen collection activities conducted by Section 2.1(a)the H&W Business, and such other Intellectual Property Assets set forth in Part 2.2(o); (hp) All amounts owing to Seller by Source One Spares the property and those assets listed described in Schedule 2.2(hPart 2.2(p); (q) the “▇▇▇▇▇▇ ▇▇▇▇▇▇” trademark and tradename; (r) the real property interests of Sellers in Basking Ridge, New Jersey, Olathe, Kansas and such other real property interests as set forth on Part 2.2(r); and (is) All rights of Seller under this Agreementthe Other Businesses and all assets primarily used therein (for clarity, Part 2.2(p) lists all such assets that are also used in the Business).

Excluded Assets. Notwithstanding Section 2.1, the The following assets shall be are excluded from the purchase and sale contemplated by this Agreement and shall not be soldretained by Sellers and Sellers’ Affiliates, conveyedas applicable (collectively, assignedthe “Excluded Assets”): (i) all lab equipment, transferred manufacturing equipment and related tangible assets primarily used in connection with the Product Operations set forth on Schedule 2.1(b)(i) of the Sellers Disclosure Schedules; (ii) any Contracts other than the Purchased Contracts; (iii) such portion of the Shared Contracts (or sales orders and purchase orders issued thereunder) to the extent relating to the other Excluded Assets or Retained Businesses; (iv) Contracts with any Product Operations Employee; (v) all Cash and accounts receivables of Sellers and their respective Affiliates; (vi) copies of all Books and Records; provided that with respect to Books and Records described in Section 2.1(a)(vii)(A) above, only the portions of which (1) are relating to any other Excluded Asset or Excluded Liability or (2) that pertain to the corporate existence, equity arrangements, accounting practices or ownership of any Seller, including the charter documents, minute books, stock ledgers, auditor’s letters and other constituent records relating to the corporate organization of any Seller or Affiliate thereof (“Excluded Portions”); and provided, further, that Sellers shall have the right, upon prior notice to ▇▇▇▇▇, to redact or remove any Excluded Portions from any Books and Records otherwise required to be delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expenseshereunder; (bvii) Any intercompany deposits with Seller all rights, causes of actions and intercompany receivables from Seller claims, known or an Affiliate of Seller; (c) Seller's franchise to be a corporationunknown, its certificates of incorporationmatured or unmatured, bylawsaccrued or contingent, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (includingparties, without limitation, insurance carriers)in each case, to the extent they relate relating to liabilities any Excluded Asset or obligations that are not assumed any Excluded Liability; (viii) all shares of capital stock or equity interests in any Person; (ix) all assets of any Plan or any other employee benefit plan program or arrangement sponsored or maintained by Buyer Sellers or any of their Affiliates on behalf of any Product Operations Employee; (except to x) all letters of credits, loan facilities and performance bonds; (xi) all Excluded Tax Refunds; (xii) all Tax Returns and financial statements of Sellers or their respective Affiliates and all records (including working papers) related thereto; (xiii) all Infrastructure Assets, including all documentation and materials related thereto; (xiv) all finished goods inventory of Sellers and their respective Affiliates; (xv) copies of all Shared Technology solely for the extent Buyer shall have incurred costs and expenses with respect to such claims and rightspurpose of exercising Sellers’ rights under Section 6.7(c); (exvi) All payments made by all Intellectual Property Rights that are not Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateIntellectual Property Rights; (fxvii) Any pensionwithout limiting Section 6.10, health all rights and claims under any insurance policy or welfare plans, any postself-retirement benefits for insurance program of Sellers or any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h)their respective Affiliates; and (ixviii) All all rights of Seller Sellers or any of their respective Affiliates under this AgreementAgreement and the other Transaction Documents.

Excluded Assets. Notwithstanding Section 2.1any other provisions of this --------------- Agreement to the contrary, the following assets items shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4Assets: (a) Any insurance policies maintained by Seller with respect to the Business All cash and any prepaid insurance expensescash equivalents of Sellers (collectively, "Cash"); (b) Any intercompany deposits All accounts receivable and notes receivable of Sellers (collectively, the "Receivables"), including without limitation Receivables with Seller and intercompany receivables from Seller or an Affiliate respect to which assignment is prohibited under any Governmental Reimbursement Law (as defined in (S)B.27 of SellerExhibit B) (such receivables, "Governmental Receivables"); (c) Seller's franchise to be a corporation, its certificates All patient records of incorporation, bylaws, minutes books and other records having to do with Sellers (the organization and capitalization of Seller"Patient Records"); (d) Any claims and rights against Agreements with third parties providing for payment for dental services (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights"Third-Party Payor Agreements"); (e) All payments made by contracts with patients of any Seller which constitute prepaid Taxes for the future provision of dental or orthodontic services (the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date"Future Services Contracts"); (f) Any pension, health or welfare plans, any post-retirement benefits All assignable Permits which are necessary for any employees of Seller and all payments made the New PCs to operate the Dental Practices after the Closing as contemplated by Seller which constitute prepaid expenses of this Agreement (the Business relating to such excluded employee benefits"Assignable New PC Permits"); (g) Seller's depositoryThe Lease for the property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, payroll ▇▇▇▇▇ ▇ and other accounts L, Corona, California (but not including the cash to "Corona Lease"), which shall be transferred to Buyer treated as contemplated by Section 2.1(adescribed in (S)3.3(c)), below; (h) All amounts owing to Seller by Source One Spares corporate books and those assets listed in Schedule 2.2(h)records of Sellers, including without limitation corporate minute books, stock ledgers, partnership record books, books of account, general ledgers, financial statements, bank account lists and tax returns and records; and (i) All rights Any other assets of any Seller which American elects not to purchase or is prohibited from purchasing under this Agreementapplicable law, provided that ADP may require some of the assets which American does not purchase, including without limitation the Patient Records, the Third-Party Payor Agreements and the Future Services Contracts, to be assigned by Sellers to one or more of the New PCs (as determined by ADP), unless such assignment is prohibited by applicable law.

Excluded Assets. Notwithstanding Section 2.1anything to the contrary herein contained, the following assets there shall be excluded from this Agreement and shall not the Acquired Assets to be sold, conveyed, assigned, transferred or transferred, conveyed and delivered to the Buyer pursuant hereto; hereunder, and shall be retained by and remain the value of such Excluded Assets shall not be taken into account in the determination property of the Purchase Price pursuant to Section 2.4:Seller, all of the following assets, properties and rights (collectively, the “Excluded Assets”): (a) Any insurance policies maintained by Seller with respect to the Business All cash, cash equivalents, bank accounts, deposits and any prepaid insurance expensesother similar assets; (b) Any intercompany deposits with Seller All accounts receivable arising through the Closing (subject to Section 2.5(b) below) for Product shipped prior to Closing and intercompany receivables from Seller or an Affiliate of Sellerall payments by customers relating to those accounts receivable; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books All Tax prepayments and other records having to do with the organization and capitalization of Sellerrefunds; (d) Any claims All business, financial and rights against third parties accounting records in the possession (includingin any form or media) of any of the Seller’s Affiliates, without limitationincluding Proxim; provided, insurance carriershowever, that the Seller and its Affiliates shall make all such books and records available for inspection and copying by the Buyer after the Closing, as more fully set forth in Section 6.3(a), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights);. (e) All payments made by Seller which constitute prepaid Taxes documents, instruments and materials relating to the organization of the Business Seller, including Articles of Incorporation, Bylaws, agreements and all claims for refunds of Taxes and other governmental charges subscriptions relating to the extent such refunds relate acquisition of (or to periods ending on rights to acquire) any ownership or prior to other interests in the Closing DateSeller, minute books, and ownership records; (f) Any pension, health or welfare plans, any post-retirement benefits rights in connection with United States patent US006700549B2 (it being understood however that the Buyer shall be granted a license for any employees of Seller and all payments made by Seller which constitute prepaid expenses of such patent pursuant to the Business relating patent license agreement with Proxim referred to such excluded employee benefitsin Section 6.5(a)); (g) All right, title and interest in, including rights to all proceeds of, all policies of insurance held by the Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing rights under this Agreement and the other agreements, instruments and documents contemplated to Seller by Source One Spares be executed and those assets listed in Schedule 2.2(h); anddelivered hereunder; (i) All assets, properties and rights of the Seller under this Agreementand its Affiliates not expressly designated as Acquired Assets; and (j) All rights, causes of action and claims (known or unknown, matured or unmatured, accrued or contingent) against third parties, including all warranties, representations, guarantees and other contractual claims (express, implied or otherwise) that relate to the Excluded Assets and the Excluded Liabilities. (k) All warranty obligations of Seller for Products sold prior to the Closing; provided, however, that Buyer will service such warranty claims upon Proxim’s request in accordance with the relevant provisions (Section 5.8 and Schedule A) of the OEM Agreement contemplated in Section 6.4 below.

Excluded Assets. Notwithstanding Section 2.1Nothing in this Agreement shall constitute or be construed as conferring on Buyer, and Buyer shall not acquire hereby, any right, title or interest to or in the following assets shall be excluded from this Agreement and shall not be sold(collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller any Seller’s cash, cash equivalents, all interest payable in connection with respect any such items, all tax refunds, and rights in and to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporationbank accounts, its certificates of incorporationinvestment accounts, bylaws, minutes books marketable and other records having to do with the organization securities and capitalization similar investments of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by any Seller which constitute prepaid Taxes as of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (b) all insurance policies and rights and proceeds thereunder; (c) any rights of the Sellers under this Agreement and the Ancillary Agreements; (d) the formation documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, original tax returns and other documents relating to the organization, maintenance, and existence of each Seller as a limited liability company; (e) all rights in and to those customer contracts and arrangements listed on Disclosure Schedule Section 2.2(e), including each Seller’s right to perform, collect and enforce such agreements (collectively the “Retained Contracts”); (f) Any pensionclaims or causes of action of any Seller against any third party in connection with disputes for which the operative facts occurred prior to Closing, health provided, however, in the event that the Seller’s claim against any third party is an individual or welfare plansentity that Buyer conducts business with, any post-retirement benefits for any employees of the Seller and all payments made by Seller which constitute prepaid expenses shall be required to obtain the consent of the Business relating Buyer to commence any claims or causes of action against such excluded employee benefits;third party, which such consent shall not be unreasonably withheld by the Buyer; and (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller that are listed on the Disclosure Schedule Section 2.2(e) attached hereto. Nothing in this Section 2.2 shall limit the rights and obligations of the parties under this AgreementAgreement and the Ancillary Agreements.

Excluded Assets. Notwithstanding anything contained in Section 2.12.1 to the contrary, the Sellers are not selling, and the Buyers are not purchasing the following assets of the Sellers, all of which shall be excluded from this Agreement and shall not be soldretained by the Sellers (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such “Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets”): (a) Any insurance policies maintained by Seller with respect all assets used or held for use exclusively in the Restaurant Business, including any website content contained on e▇▇▇▇▇▇.▇▇▇ exclusively related to the Restaurant Business and any prepaid insurance expensesIntellectual Property exclusively related to the Restaurant Business; (b) Any intercompany deposits with Seller all of the Sellers’ cash and intercompany receivables from Seller or an Affiliate of Sellercash equivalents; (c) Seller's franchise all Receivables arising out of or relating to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do goods sold or services rendered in connection with the organization Business on or prior to the Closing, other than the Receivables referenced in Section 2.1(f) and capitalization of Sellerany Post-Closing Royalties, and subject to the requirements set forth in Section 5.13(c); (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)all Pre-Closing Royalties; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes machinery, equipment, furniture, furnishings, parts, spare parts, vehicles and other governmental charges tangible personal property, including Emeril Air and any equipment used in the test kitchen of Homebase, owned by the Sellers, other than as set forth in Sections 2.1(c) and (d), as applicable; (f) all raw materials, work-in-progress, finished goods, supplies, packaging materials and other inventories (“Inventory”) owned by e▇▇▇▇▇▇.▇▇▇, other than as set forth in Sections 2.1(c) and (d), as applicable; (g) the Sellers’ books and records of internal proceedings, Tax records, work papers and books and records that the Sellers are required by Law to retain; provided, however, that to the extent such refunds books and records relate to periods the Business, the Sellers shall deliver to the Buyers a copy of such books and records prior to the Closing Date; (h) all of the Sellers’ bank accounts and investment accounts; (i) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Sellers that are not Transferred Assets; (j) any interest in or right to any refund of Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (fk) Any pension, health or welfare plansexcept as otherwise provided in Section 2.1(h), any postinsurance policies of the Sellers; (l) all rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability; (m) the L▇▇▇▇▇▇ Publicity Rights; (n) all claims, causes of action, rights of recovery and rights of set-retirement benefits off against any Person (i) arising on or prior to the Closing that relate to the Sellers’ rights under any Contract, including all rights to receive payment for products sold and services rendered thereunder (including royalties other than Post-Closing Royalties), to receive goods and services thereunder, to assert claims and to take other rightful actions in respect of breaches, defaults and other violations thereof and (ii) under any employees guarantees, warranties, indemnities and insurance policies arising from or related to the Business, the Transferred Assets or the Assumed Liabilities to the extent relating to any liabilities in respect of Seller and all payments made by Seller which constitute prepaid expenses products of the Business relating (including products sold by any licensee under the Contracts) resulting from occurrences on or prior to such excluded employee benefitsthe date that is 30 days after the Closing Date; (go) Seller's depository, payroll and other accounts (but not including any tickets to the cash to be transferred to Buyer as contemplated New Orleans Saints football games or the New Orleans Hornets basketball games owned by Section 2.1(a))any of the Sellers; (hp) All amounts owing any contract or agreement relating to Seller by Source One Spares and those assets listed in Schedule 2.2(h)the lease of a Superdome luxury suite to which any of the Sellers is a party; and (iq) All all rights of Seller the Sellers under this AgreementAgreement and the Ancillary Agreements.

Excluded Assets. Notwithstanding Section 2.1All other assets owned by Seller, except the following assets Purchased Assets, shall be excluded from this Agreement retained by Seller and shall not be sold, conveyedassigned or transferred to Purchaser (the "EXCLUDED ASSETS"). Notwithstanding the provisions of Section 2.01, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account in the determination include any of the Purchase Price pursuant to Section 2.4following assets, properties and rights of Seller all of which shall be deemed Excluded Assets: (a) Any insurance policies maintained by Seller with respect to all cash on hand (other than the Business Deposits) and any prepaid insurance expensesin financial institutions, cash equivalents, marketable securities and bonds; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Sellerall claims for refunds and/or credits for Taxes (as defined herein); (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes the minute books and other records having to do with the organization and capitalization tax returns of Seller; (d) Any claims and rights against third parties the Contracts listed or described in SCHEDULE 2.02(d) (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights"EXCLUDED CONTRACTS"); (e) All payments made by the rights which accrue or will accrue to Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Dateunder this Agreement; (f) Any pensionthe assets, health or welfare plans, any post-retirement benefits for any employees of Seller rights and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsclaims listed in SCHEDULE 2.02(f); (g) Seller's depositorysubject to Section 2.01(j), payroll all insurance policies and other accounts (but rights and claims thereunder arising from events, matters, conditions arising prior to the Closing Date and which have not including the cash been assigned to be transferred Purchaser pursuant to Buyer as contemplated by Section 2.1(a))Article XII; (h) All amounts owing Seller's trademarks, trade names, service marks, service names, logos and similar rights and all other intellectual property (except as set forth in Section 2.01); (i) copies of the documents referred to Seller by Source One Spares and those assets listed in Schedule 2.2(hSection 2.01(e); and (ij) All rights of Seller under this Agreementall System Employee Benefit Plans.

Excluded Assets. Notwithstanding Section 2.1, It is expressly understood and agreed that the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in include the determination of following (together, the Purchase Price pursuant to Section 2.4:"EXCLUDED ASSETS"): (a) Any insurance policies maintained by Seller with respect to equity interest in the Business and any prepaid insurance expensesSellers; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations Division assets that are not assumed by Buyer (except to consumed, sold or disposed of in the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes ordinary course of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or otherwise in accordance with SECTION 4.2 prior to the Closing Date; (c) Any refunds or credits with respect to any Income Taxes (as defined in SECTION 1.5(A)) paid or incurred by the Sellers (plus any related interest received or due from the relevant taxing authority), any prepaid Income Taxes of the Sellers and any other rights related to Income Taxes of the Sellers; (d) Any assets of the Sellers not utilized primarily in the Business and all rights of the Sellers under this Agreement or related to the transaction contemplated by this Agreement; (e) The Sellers' right, title and interest in and to the Contracts listed on SCHEDULE 1.2(E); (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses All intercompany receivables of the Business relating to such excluded employee benefitsSellers; (g) Seller's depositoryCash and cash equivalents or similar type investments (other than ▇▇▇▇▇ cash balances at the Facilities), payroll deposits in transit, certificates of deposit, treasury bills and other accounts (but marketable securities of the Sellers, whether or not including reflected as assets of the cash to be transferred to Buyer as contemplated by Section 2.1(a))Division; (h) All amounts owing Any rights in or to Seller the use of the name, ▇▇▇▇, trade name, trademark or service ▇▇▇▇ incorporating "▇. ▇. ▇▇▇▇▇" or "▇▇▇▇▇", and any corporate symbols or logos related thereto, except to the extent provided in SECTION 8.5; (i) Any insurance policies (including executive split-dollar policies), or rights under such policies, held by Source One Spares the Sellers; (j) Assets (other than the tangible personal property identified on SCHEDULE 1.1 (1)) used primarily in the Corporate Technology business unit of the Company, whether or not located at the Facilities, including but not limited to any Trade Rights developed, or being developed, but not yet employed in the Division or any of the Sellers' other business units; (k) Except as expressly provided in SECTION 6, any rights of the Sellers with respect to (i) any Benefit Plan or Benefit Arrangement (as such terms are defined in SECTIONS 3.1(N)(I)(A) and those 3.1(N)(I)(B), respectively) that is a defined benefit or defined contribution retirement plan or (ii) any assets listed in Schedule 2.2(hheld under the trust agreement or other funding arrangement related to any Benefit Plan or Benefit Arrangement that is a defined benefit or defined contribution retirement plan; (l) Any assets identified on SCHEDULE 1.2(L); (m) The equity securities of Metalsa; and (in) All prepaid items, claims for collection, indemnity rights and other claims and causes of Seller under action arising out of occurrences before or after the Closing, privileges and other intangible rights relating primarily to the other Excluded Assets described in this AgreementSECTION 1.2 or to the liabilities described in SECTION 1.5.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1 or elsewhere in this Agreement, all assets and property of the following assets shall be Company not specifically included in the Acquired Assets (the “Excluded Assets”), whether or not related primarily to the Business, are not part of the sale and purchase contemplated by this Agreement, are excluded from the Acquired Assets and will be retained by the Company and remain the property of the Company following the Closing, including, without limitation: (a) all rights of the Company under this Agreement and shall any other agreements between the Company and Buyer entered into on or after the date of this Agreement; (b) the Company’s records relating to the organization, maintenance, existence and good standing of the Company as a corporation, namely the Company’s (i) corporate charter, (ii) qualifications to conduct business as a foreign corporation, (iii) taxpayer and other identification numbers, (iv) minute books, (v) stock records, (vi) tax records, (vii) books of account and (vii) corporate seals; (c) any records that the Company is required by Law to retain in its possession (provided, that copies of any such records related primarily to the Business that are not “Excluded Assets” by another provision of this Section 2.2 will, to the extent permitted by Law, be sold, conveyed, assigned, transferred or delivered provided to Buyer pursuant heretoat the Closing); (d) those Governmental Authorizations and the value pending applications or renewals of governmental obligations that are nonassignable in accordance with their terms, all of which are listed on Schedule 2.2(d), as such Excluded Assets shall not schedule may be taken into account in the determination of the Purchase Price updated from time to time pursuant to Section 2.4: 10.11(b) or Section 2.3(a); (ae) Any except for the Acquired Intellectual Property, all Owned Intellectual Property; (f) subject to Section 2.1(l), all insurance policies maintained and rights thereunder; (g) any shares of capital stock of the Company held in treasury and shares of stock of Subsidiaries; (h) all securities owned by Seller or on behalf of the Company; (i) except as provided in Section 2.1(m), the Company’s cash and cash equivalents (including marketable securities and short-term investments); (j) accounts receivable and amounts receivable from any Insider; 14 Table of Contents (k) those rights relating to deposits, prepaid expenses, claims for refunds and rights to offset listed on Schedule 2.2(k), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), including rights relating to the payment of interest payable with respect to any of the foregoing; (l) all rights relating to any refund or claim for refund of Taxes of the Company, including but not limited to any Taxes arising as a result of the Company’s operation of the Business or ownership of the Acquired Assets prior to the Closing. (m) all rights in connection with, and with respect to the Business and assets associated with, any prepaid insurance expenses; Plan; (bn) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriersassets listed on Schedule 2.2(n), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a); (o) all assets of the Company used or held for use in the conduct of the Excluded Businesses and not specifically transferred or conveyed pursuant to this Agreement; (p) all tax refunds owing to the extent they relate to liabilities Company or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute prepaid Taxes any Subsidiary of the Business and Company including any Selling Subsidiary; (q) all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any postvalue-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses added tax registration numbers of the Business relating to such excluded employee benefits; Selling Companies; and (gr) Seller's depository, payroll and other accounts (but all assets or properties of the Company not including specifically included in the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this AgreementAcquired Assets.

Excluded Assets. Notwithstanding the generality of Section 2.11.1, the following assets Charter Entities shall be excluded retain from this Agreement and after the Closing all of its right, title and interest in and to, and shall not be soldexclude from the sale, conveyedconveyance, assignedassignment and transfer to Buyer, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination all of the Purchase Price pursuant to Section 2.4:following assets, properties and rights (collectively, the "EXCLUDED ASSETS"): (a) Any insurance policies maintained any and all cash owned or held by Seller with respect to any and all of the Business and any prepaid insurance expensesCharter Entities; (b) Any intercompany deposits with Seller if Buyer is not a licensed health care provider at the time of Closing, any and intercompany receivables from Seller all clinical supplies owned or held by any or all of the Charter Entities that can only be transferred to a licensed health care provider, such as prescription drugs; provided, however, that such clinical supplies shall be promptly transferred to Buyer upon receipt of appropriate licensure or to an Affiliate appropriately licensed assignee of SellerBuyer; (c) Seller's franchise to be a corporation, its certificates any and all accounts receivable of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller;Charter Entities accrued through the Closing Date; and (d) Any claims any and rights against third parties (including, without limitation, insurance carriers), to all assets that qualify as assets of the extent they relate to liabilities or obligations Charter entities' bankruptcy estate that are not assumed by Buyer (except expressly Purchased Assets, including any and all contractual rights of indemnification, legal suits, claims, injunctions or other causes of action, and all expenses and payments pertaining to the extent Buyer shall Business which have incurred costs and expenses with respect to such claims and rights); (e) All payments made by Seller which constitute been prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or advanced prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(h); and (i) All rights of Seller under this Agreement.

Excluded Assets. Notwithstanding Section 2.1The following properties, assets and rights (collectively, the following assets shall be “Excluded Assets”) are expressly excluded from this Agreement the purchase and sale contemplated hereby and, as such, are not be transferred to Buyer and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and included within the value definition of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4: Purchased Assets: (a) Any insurance policies maintained by all cash, including but not limited to ▇▇▇▇▇ cash, money-market, checking, savings and similar type accounts, and cash equivalents of Seller with respect to as of the Business Closing Date, and any prepaid insurance expenses; all of Seller’s accounts and notes receivable as of the Closing Date; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate all of Seller; ’s rights under the contracts and agreements not used in the conduct of the Business or not included on Schedule 1.1(h); (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization all of Seller; ’s right, title and interest in and to those items described on Schedule 1.2; (d) Any claims and rights against third parties the online based TeleTracker POS system sales tracker system (including, without limitation, insurance carriersit being understood that Buyer will apply for its own license to use said software), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights); ; (e) All payments made by Seller which constitute prepaid Taxes wherever located, warehoused inventories and inventories of handset telephones as used in the Business (the “Phone Inventory”); (e) all intercompany receivables, intercompany contracts, and all claims rebates due from Cricket for refunds of Taxes sales and other governmental charges to the extent such refunds relate to periods ending on or contract entered into prior to the Closing Date; Date (it being understood that Buyer will enter into a new contract with Cricket for the Premises); (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller all current and prior insurance policies and all payments made by Seller which constitute prepaid expenses rights of the Business relating any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such excluded employee benefits; insurance recoveries; (g) Seller's depositoryall leased computer equipment including in-store processors, payroll direct access storage devices (DASDs), electronic funds transfer devices, and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); store manager PCs/NCs; (h) All amounts owing all software, including all store systems software and back office software owned or licensed to Seller by Source One Spares Seller, including without limitation, software for self checkout and those assets listed in Schedule 2.2(h)point of sale controllers and registers; and and (i) All rights all trade names of Seller under this Agreementused in the Business.

Excluded Assets. Notwithstanding Section 2.1Subject to the terms and conditions of this Agreement, the following assets shall be are expressly excluded from this Agreement and shall not be soldthe Purchased Assets (collectively, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such "Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4:Assets"): (a) Any insurance policies maintained by Seller with respect to the Business and any prepaid insurance expensesall assets listed on Schedule 5.2; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate all prepaid assets other than prepaid property taxes in respect of Sellerthe Owned Real Property; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books all cash and other records having to do with the organization and capitalization of Sellercash equivalents; (d) Any claims subject to Section 6.10, all Excluded Accounts Receivable and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)Collected Accounts Receivable; (e) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other governmental charges identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the extent such refunds relate to periods ending on or prior to the Closing Dateorganization, maintenance, and existence of each Seller as a corporation; (f) Any pensionall right, health or welfare plans, any post-retirement benefits for any employees of Seller title and all payments made by Seller which constitute prepaid expenses of interest in and to the Business relating to such excluded employee benefits▇▇▇▇ "Pre Finish Metals"; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))any tax refund in respect of any Pre-Closing Period; (h) All amounts owing any settlement received from Marwais Steel Company, its Affiliates and their respective successors arising from, or relating to, damage done to Seller the Sellers' natural gas line on July 2, 2001, including consequential damages resulting from the stoppage of production on the steel galvanizing and paint lines; (i) all accounts receivable from MSC and its Affiliates; (j) all Leased Real Property; (k) all Purchased Accounts Receivable in excess of $10,620,695 (it being understood that such accounts receivable shall not be treated as Aged Accounts Receivable); (l) all Excluded Contracts; (m) all securities held beneficially or of record by Source One Spares and those assets listed in Schedule 2.2(h)either Seller; and (in) All all of the rights of Seller MSC and the Sellers under this Agreement.

Excluded Assets. Notwithstanding Section 2.1, The Business Assets shall not include any of the following assets shall be excluded from this Agreement and shall not be soldowned by Trimble or any of its controlled Affiliates (such assets, conveyedcollectively, assigned, transferred the “Excluded Assets”): (i) the equity interests of (A) each Subsidiary of Trimble (or delivered to Buyer pursuant hereto; any other entity) other than the Company and the value of such Excluded Assets shall not be taken into account in Transferred Subsidiaries and (B) the determination entities set forth on Schedule 2.2(b)(i); (ii) all Cash of the Purchase Price pursuant to Section 2.4:Business (except as the same are held by the Company or any of its Subsidiaries at the Closing); (aiii) Any insurance policies maintained by Seller all accounts receivable of the Business as of the Closing other than accounts receivable of the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing (or, solely with respect to the Business and any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of Seller; (c) Seller's franchise to be a corporationBrazil Business, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller; (d) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsDeferred Brazil Closing); (eiv) All payments made all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories not owned by Seller which constitute prepaid Taxes the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing or Trimble Brazil in connection with the Brazil Business as of the Deferred Brazil Closing; (v) all data including Personal Data, files, documents, and records in any form or media (whether print, digital or electronic) of Trimble and its controlled Affiliates, other than the Transferred Data; (vi) all claims for refunds of Taxes Intellectual Property Rights owned by Trimble and its controlled Affiliates, other governmental charges than the Transferred IP, including (x) Marks to the extent such refunds relate to periods ending on or prior containing confusingly similar to the Closing Datename “Trimble”, and (y) any such Intellectual Property Rights to the extent related to (A) Excluded Core Positioning Technology or (B) Correction Services; (fvii) Any pensionthe following Contracts (collectively, health or welfare plans, any postthe “Excluded Contracts”): (A) the Contracts set forth on Schedule 2.2(b)(vii) hereto; (B) all Business Inbound Licenses that are Patent cross-retirement benefits for any employees of Seller licenses set forth on Schedule 2.2(b)(vii) hereto; and (C) all payments made by Seller which constitute prepaid expenses of settlement agreements to the Business extent relating to such excluded employee benefitsclaims directed at products and services that are not in the Business; (gviii) Seller's depositoryall personnel, payroll employee compensation, medical and benefits and labor relations records relating to the Business Employees who are not Transferred Employees; provided, however, that copies (or, where required by applicable Law, originals) of any such records relating to any Transferred Employee will be delivered to the Company unless disclosure of such records would be prohibited by applicable data privacy or data protection Laws or if the written consent of the employee is otherwise required, then subject to such consent; provided, further, however, that where ▇▇▇▇▇▇▇ ▇as delivered originals of such records, the Company or a Company Employer will deliver copies of such records to Trimble upon ▇▇▇▇▇▇▇’▇ written request to the extent allowed by applicable Law; (ix) all assets relating to any Employee Plan (other accounts (but not including than any Transferred Employing Subsidiary Plan or any Employee Plan that is required to transfer to the cash to be transferred to Buyer as contemplated Company Group by Section 2.1(a)operation of applicable Law); (hx) All amounts owing to Seller by Source One Spares assets, properties, equity interests and those assets listed business, of every kind and description, located in the Russian Federation; (xi) assets, rights and properties as described in Schedule 2.2(h2.2(b)(xi); (xii) all past, current or future rights to bring an Action in law or in equity against third parties, including unliquidated rights under manufacturers’ and vendors’ warranties (and the right to receive all monies, proceeds, settlements and recoveries in connection therewith) to the extent not Related to the Business or the Business Assets, and all rights and remedies under all settlement agreements, releases and similar Contracts resolving claims (A) to the extent involving Employees, other than the Transferred Employees or the Business Employees, other than as prohibited by applicable Law or the terms of such settlement agreements, releases or similar Contracts or (B) to the extent not Related to the products or services Related to the Business; (xiii) all Excluded French Assets until and unless the relevant Consultation Finalizations have occurred and Trimble has effected a French Put Option Exercise, in accordance with Section 7.16(a); and (ixiv) All all other assets, rights of Seller under this Agreementand properties that are not Business Assets.

Excluded Assets. Notwithstanding Buyer expressly understands and agrees that any assets of Sellers which are not set forth in Section 2.12.1 above are excluded from the transactions contemplated hereunder (the “Excluded Assets”). The Excluded Assets include, without limitation, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Assets shall not be taken into account in the determination of the Purchase Price pursuant to Section 2.4following: (a) Any insurance policies maintained by Seller with respect cash, cash equivalents and accounts receivable as of the Closing Date; all prepayments, deferred assets, refunds, credits, overpayments or other receivables for Taxes attributable to the Business and any prepaid insurance expensesPre-Closing Tax Period; (b) Any intercompany deposits originals (but not copies thereof) of all market research, marketing plans, media plans, advertising, promotional and marketing books and records, customer lists, sales data, price lists, sales training materials and all other pricing, advertising and promotional information in the possession or control of Sellers and used in connection with Seller and intercompany receivables from Seller or an Affiliate of Sellerthe Business; provided, however, that when Sellers in their sole discretion determine that such originals are no longer required to be retained by Sellers pursuant to any Elan Companies Proceeding, Sellers shall transfer such originals to Buyer; (c) Seller's franchise to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerExcluded Know-How; (d) Any claims all books and rights against third parties (including, without limitation, insurance carriers), records solely to the extent they relate related to liabilities or obligations constituting (i) human resources and any other employee related files and records, (ii) original (but not copies of) financial and accounting records; provided, however, that when Sellers in their sole discretion determine that such originals are not assumed no longer required to be retained by Buyer Sellers pursuant to any Elan Companies Proceeding, Sellers shall transfer such originals to Buyer, (except iii) any items set forth in Section 2.2(d) of the Seller Disclosure Schedule to the extent Buyer shall have incurred costs that any transfer thereof would subject either Seller or any of their respective Affiliates to any liability and expenses with respect to such claims (iv) any tax files, returns, documents, instruments, papers, books and rights); records (e) All payments made by Seller which constitute prepaid Taxes of collectively, the Business “Excluded Books and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date; (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefits; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a)); (h) All amounts owing to Seller by Source One Spares and those assets listed in Schedule 2.2(hRecords”); and (ie) All rights of Seller under this AgreementThe Elan Trademarks.

Excluded Assets. Notwithstanding the provisions of Section 2.1, the following assets shall be excluded from this Agreement and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and the value of such Excluded Purchased Assets shall not be taken into account in include the determination of following (herein referred to as the Purchase Price pursuant to Section 2.4:"Excluded Assets"): (a) Any insurance policies maintained any Seller's and its Affiliate's rights set forth in, with respect to or related to this Agreement and the Seller Ancillary Agreements, including the right to the Purchase Price and the Promissory Note, if issued, and any other rights to be transferred, conveyed or assigned or retained by Dynegy and its Affiliates (other than any IPC Company) pursuant to this Agreement or any Ancillary Agreement; (b) any Seller's rights, claims or causes of action against third parties relating to the assets, properties, business or operations of such Seller with respect to the Business and which might arise in connection with any prepaid insurance expenses; (b) Any intercompany deposits with Seller and intercompany receivables from Seller Excluded Liabilities or an Affiliate of Sellerany Excluded Assets; (c) Seller's franchise the name "Dynegy" or any related or similar trade names, trademarks, service marks or logos to be a corporation, its certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Sellerextent the same incorporate the name "Dynegy" or any variation thereof; (d) Any claims all corporate minute books and rights against third parties (including, without limitation, insurance carriers), to stock transfer books and the extent they relate to liabilities or obligations that are not assumed by Buyer (except to the extent Buyer shall have incurred costs and expenses with respect to such claims and rights)corporate seals of Sellers; (e) All payments made all records which by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges Law Sellers are required to the extent such refunds relate retain in their possession, subject to periods ending on or prior to the Closing DateSection 2.1(l); (f) Any pension, health or welfare plans, any post-retirement benefits for any employees of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsTilton Assets; (g) Seller's depository, payroll and other accounts (but not including the cash to be transferred to Buyer as contemplated by Section 2.1(a))all contracts of insurance; (h) All amounts owing the cap▇▇▇▇ ▇tock of IP Gas; (i) all Tax Refunds to which any Seller by Source One Spares and those assets listed in Schedule 2.2(h)is entitled pursuant to Section 7.5; (j) the Intercompany Note; and (ik) All rights of Seller under this Agreementthe Generation Assets.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.12.1 or elsewhere in this Agreement, the following assets of Seller (the “Excluded Assets”) are not part of the sale and purchase contemplated by this Agreement, are excluded from the Acquired Assets and shall be excluded from this Agreement retained by Seller and shall not be sold, conveyed, assigned, transferred or delivered to Buyer pursuant hereto; and remain the value property of such Excluded Assets shall not be taken into account in Seller following the determination of the Purchase Price pursuant to Section 2.4Closing: (a) Any insurance policies maintained by all rights of Seller with respect to the Business under this Agreement and any prepaid insurance expensesother agreements to which Seller and Purchaser are parties that shall have been entered into on or after the date of this Agreement; (b) Any intercompany deposits with all records of Seller relating to its organization, maintenance and intercompany receivables from Seller existence as a corporation, namely its (i) memorandum and articles of association, (ii) registrations or an Affiliate of Sellerqualifications to conduct business, (iii) taxpayer and other identification numbers, (iv) minute books, (v) share register, (vi) tax records and (vii) corporate seal; (c) Seller's franchise all records relating to be a corporation, its certificates current or former personnel of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of SellerSeller who are not Acquired Employees; (d) Any claims and rights against third parties any records that Seller is required by Law to retain in its possession (includingprovided, without limitation, insurance carriers)that copies of any such records that are not “Excluded Assets” by another provision of this Section 2.2 shall, to the extent they relate permitted by Law, be provided to liabilities or obligations that are not assumed by Buyer (except to Purchaser at the extent Buyer shall have incurred costs and expenses with respect to such claims and rightsClosing); (e) All payments made by Seller which constitute prepaid Taxes those Governmental Authorizations and pending applications or renewals of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing DateGovernmental Authorizations that are nonassignable; (f) Any pensionsubject to Section 2.1(n), health or welfare plans, any post-retirement benefits for any employees all insurance policies of Seller and all payments made by Seller which constitute prepaid expenses of the Business relating to such excluded employee benefitsrights thereunder; (g) Seller's depository, payroll and those Contracts entered into by Seller after the date of this Agreement not in accordance with the provisions of this Agreement other accounts (but not including the cash than those that Purchaser expressly agrees to be transferred to Buyer as contemplated by Section 2.1(a))assume; (h) All accounts receivable of, and other amounts owing receivable by, Seller from any Owner or Insider; (i) all rights relating to Seller by Source One Spares Tax prepayments and those assets listed in Schedule 2.2(h)claims for Tax refunds; (j) the name “Hanny Magnetics”; and (ik) All rights of Seller under this Agreementthe assets listed on Schedule 2.2(k).