Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreement.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in house banks process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (x) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bxi) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxiii) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Fountain Equipment; (dxiv) any and all rentsrights under any bottling, accounts receivables manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other sums due with respect to the Property earned intangible rights or attributable to the period prior to the Closing Dateassets associated therewith; (exv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, that are specifically listed in Section 2.01(b)(xv) of the ManagerDisclosure Schedule; (fxvi) any land other assets, properties, rights, contracts and outparcels (and claims of the improvements thereon) other than Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Real Property, as expressly described on Exhibit “A”Business; (gxvii) other assets listed on Schedule 5 of this Agreementany Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets; and (hxx) the CBA Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Comprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly There shall be excluded from the Property Acquired Assets to --------------- be sold, assigned, transferred, conveyed and will delivered to Buyer hereunder, and to the extent in no way existence on the Closing Date, there shall be transferred to Purchaser retained by the Seller, the following assets, properties and rights (collectively, the “"Excluded Property”Assets"): (a) except for deposits Cash; (b) All real property, buildings thereon, and any cash on hand or easements, rights- of way, and other appurtenant rights thereto (such as appurtenant rights in house banks for which Seller receives a credit pursuant and to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Propertypublic streets), including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyStreamwood Facility ; (c) any residences provided All rights with respect to employees of the Hotel not located within the Real Estate leasehold interests and manager automobilessubleases and rights thereunder, all as listed on Schedule 5in each case relating to real property; (d) all rents, All accounts receivables receivable and other sums due with respect to the Property earned or attributable to the period prior to the Closing Datenotes receivable; (e) All claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment which have arisen in connection with the hotel management business owned and operated conduct of the Business by the ManagerSeller and do not relate specifically to the Acquired Assets; (f) any land All rights in and outparcels (and with respect to the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”assets associated with all employee plans; (g) other assets listed on Schedule 5 All rights in and with respect to insurance policies, except for any proceeds of this Agreement; andsuch insurance and claims therefor relating to the Acquired Assets in an aggregate amount not exceeding the Asset Purchase Price; (h) All corporate financial, computer, real estate and human resource systems that are used by the Seller in other aspects of its business or that relate primarily to an Excluded Asset (without giving effect to this clause (h)); (i) All assets described on Schedule 2.2(i); and --------------- (j) All other assets as the Buyer and Seller may mutually agree upon at any other property, asset, rights and interests expressly excluded from time at or prior to the Property elsewhere in this Agreementlater of (i) the Closing or (ii) 30 days after all manufacturing activities have ceased at the Streamwood Facility.

Excluded Assets. Notwithstanding anything The Purchased Assets do not include any property or assets of Seller not described in Section 2.1 and, notwithstanding any provision to the contrary in this Section 1 2.1 or elsewhere in this Agreement, the propertyPurchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits cash, cash equivalents, and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerbank deposits; (b) any fixturescertificates of deposit, Personal Propertyshares of stock, equipment or other property which is owned by (A) the lessor under any Equipment Leasessecurities, (B) the supplier or vendor under bonds, debentures, evidences of indebtedness, and any other Service Contracts, (C) the tenant under debt or equity interest in any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyPerson; (c) any residences provided to employees properties and assets principally used in or for the conduct of the Hotel not located within electric utility business conducted by Seller in the Real Estate and manager automobilesStates of Colorado, all as listed on Schedule 5Kansas or Missouri, or the gas utility business conducted by Seller in the State of Colorado; (d) all rentsexcept as set forth in Section 2.1(k), accounts receivables and other sums due with respect any refund or credit related to the Property earned Taxes paid by or attributable to the period prior to the Closing Dateon behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable; (e) the hotel management business owned funds, letters of credit and operated other forms of credit support that have been deposited by the ManagerSeller as collateral to secure Seller’s obligations; (f) any land and outparcels (and all books, records, or the improvements thereon) like other than the Real Property, as expressly described on Exhibit “A”Documents; (g) other any assets listed on Schedule 5 that have been disposed of in the ordinary course of business or otherwise in compliance with this Agreement; andAgreement prior to Closing; (h) except as expressly provided in Section 2.1(d) and Section 2.1(l), all of the Claims or causes of action of Seller against any other propertyPerson; (i) except as included on Schedule 2.1(n), assetassets used for performance of the Central or Shared Functions; (j) except as provided in Section 2.1(j), Section 2.1(l) and Section 2.1(r), all insurance policies, and rights thereunder, including any such policies and interests expressly excluded from rights in respect of the Property elsewhere Purchased Assets or the Business; 1- LA/903877.26 (k) the rights of Seller arising under or in connection with this Agreement., any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; (l) all (i) agreements and contracts set forth on Schedule 2.2(l) to be attached to the Agreement prior to July 1, 2007 (the “Retained Agreements”), (ii) Shared Agreements (except to the extent provided by Section 8.5(d)), and (iii) other agreements and contracts not included in the Business Agreements and Franchises; (m) all software, software licenses, information systems, management systems, and any items set forth in or generally described in subparts (i) through (vi) of the definition of “Documents” in Section 1.1(a) other than the software and related assets set forth on Schedule 2.1(n); and

Excluded Assets. Notwithstanding ▇▇▇▇▇▇▇ and the other ▇▇▇▇▇▇▇ Parties have not contributed to the Company, and the Company has not acquired, the following properties and assets (collectively, the “Excluded Assets”), pursuant to the ▇▇▇▇▇▇▇ Asset Assignment Agreement or otherwise, and such properties and assets shall not be contributed by the ▇▇▇▇▇▇▇ Parties or acquired by the Company hereunder, notwithstanding anything to the contrary provided in Section 2.1(a): (i) All cash and cash equivalents (provided, however, nothing in this Section 1 2.1(b) shall be deemed or elsewhere in this Agreementconstrued to limit the ▇▇▇▇▇▇▇’ obligations under Section 2.2 or Section 9.8); (ii) All contracts, guarantees, licenses, commitments and other agreements under which (A) the Business and one or more other businesses of ▇▇▇▇▇▇▇ or its Affiliates agree to provide services to or on behalf of a client or (B) a Person other than ▇▇▇▇▇▇▇ or any of its Affiliates provides assets, services, rights or benefits to the Business and one or more other businesses of ▇▇▇▇▇▇▇ or its Affiliates (collectively, the “Shared Contracts”); (iii) All of the ▇▇▇▇▇▇▇ Parties’ right, title and interest in owned and leased real property and other interests in real property, assetsand all such right, title and interest under each real property lease pursuant to which any of the ▇▇▇▇▇▇▇ Parties leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iv) The name “Allscripts” and any related or similar Trademarks, domain names or URL addresses to the extent the same incorporate the name “Allscripts” or any variation thereof; (v) All refunds (or credits) of Taxes which any ▇▇▇▇▇▇▇ Party is liable for under Section 9.2 or Taxes with respect to the Excluded Assets; (vi) All of the ▇▇▇▇▇▇▇ Parties’ and their respective Affiliates’ rights under any policies of insurance purchased by or on behalf of any ▇▇▇▇▇▇▇ Party or their respective Affiliates, or any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto (other than proceeds payable in respect of any loss, damage or destruction to any property or assets that is or, absent such loss or destruction at the Closing would have constituted a Transferred Asset occurring prior to the Closing); (vii) All Business Plans and any other employee benefit plan or arrangement and the assets thereof; (viii) The corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, Tax Returns and other Tax records, seals, minute books, stock transfer books and similar documents of each ▇▇▇▇▇▇▇ Party; (ix) All personnel and payroll records of any current or former employees of ▇▇▇▇▇▇▇ or its Affiliates who are not Transferred Employees; (x) All rights of ▇▇▇▇▇▇▇ and each other ▇▇▇▇▇▇▇ Party under this Agreement or any other agreement between ▇▇▇▇▇▇▇ and/or any other ▇▇▇▇▇▇▇ Party, on the one hand, and the Company, Partner and/or its Affiliates, on the other hand, entered into on or after the date of this Agreement in accordance with the terms hereof; (xi) All Governmental Permits that are not transferable without the consent of a Governmental Body and with respect to which the required consent is not obtained; (xii) All intercompany accounts among the ▇▇▇▇▇▇▇ Parties or their respective Affiliates relating to the Business, which accounts are subject to Section 8.2; (xiii) All equity interests set forth below are expressly excluded from the of any ▇▇▇▇▇▇▇ Party and any of their respective Affiliates; and (xiv) All Intellectual Property and will in no way be transferred to Purchaser (Software licensed under the “Excluded Property”): (a) except for deposits License Agreement or Intellectual Property and any cash on hand Software used or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained provided in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or Transition Services Agreement other property which is owned by than (A) TSA Developed IP (as defined in the lessor under any Equipment Leases, License Agreement) and (B) the supplier or vendor under any other Service Contracts, (C) Assigned Components. To the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to extent that after the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) it is determined that any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other property, asset, rights and interests expressly excluded from right or interest properly characterized as an Excluded Asset was contributed to the Property elsewhere Company pursuant to the ▇▇▇▇▇▇▇ Asset Assignment Agreement or otherwise, the Company shall cause such property, asset, right or interest to be reconveyed (net of any Taxes imposed on the any JV Entity Group Member in this Agreementconnection with such reconveyance) to the relevant ▇▇▇▇▇▇▇ Party.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iii) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (iv) except as set forth in house banks Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (v) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 2.01(a)(x), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (ix) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bx) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxii) any residences provided to employees and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the Hotel not located within the Real Estate goodwill and manager automobiles, all as listed on Schedule 5other intangible rights or assets associated therewith; (dxiii) all rentsany other assets, accounts receivables properties, rights, contracts and other sums due with respect to claims of the Property earned Sellers or attributable to their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the period prior to the Closing DateDisclosure Schedule; (exiv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the ManagerBusiness; (fxv) any land Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Release under Section 5.16; (gxvi) other assets listed on Schedule 5 of this Agreementany Excluded Contract; (xvii) all Retained Assets; and (hxviii) the Manufacturing Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Manufacturing Agreement.

Excluded Assets. Notwithstanding anything to Buyer expressly understands and agrees that the contrary in this Section 1 or elsewhere in this Agreementfollowing assets and properties of Seller and its Subsidiaries (collectively, the property, assets, rights and interests set forth below are expressly “Excluded Assets”) shall be excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):Purchased Assets: (a) all of Seller’s or its Subsidiaries’ cash and cash equivalents on hand and in banks, except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller▇▇▇▇▇ Cash; (b) except as otherwise specifically provided in Section 2.01(o) or Section 2.01(s), all rights, titles, claims and interests of Seller or any fixtures, Personal Property, equipment or other property which is owned by of its Subsidiaries (Ai) the lessor under any Equipment Leases, policy or agreement of insurance of Seller or any of its Subsidiaries or (Bii) the supplier or vendor to any insurance proceeds under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertypolicies or agreements of insurance described in the preceding clause (i); (c) any residences provided to employees of all Owned Intellectual Property Rights and Trademarks (including the Hotel not located within Franchise Licensed Marks) (it being understood that nothing in this Section 2.02(c) shall limit the Real Estate and manager automobiles, all as listed on Schedule 5Licenses); (d) all rentsbooks, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (including relating to the sale process) and all minute books and corporate records of Seller and its Subsidiaries; (e) copies of any books, records files or papers relating to Taxes described in Section 2.01(i); (f) copies of any of the books, records, files and papers described in Section 2.01(i), to the extent Seller reasonably concludes that they 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 an Excluded Liability; (g) copies of the personnel and employment records described in Section 2.01(j) to the extent 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 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 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 and any Contract listed on Section 2.02(j) of the Seller Disclosure Schedule (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 prior to Closing; (l) all of Seller’s or its Subsidiaries’ right, title and interest in and to all (i) accounts receivables receivable and all notes and other sums due evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (which, for the avoidance of doubt, shall include all sales of 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 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) rights with respect to any third party collection procedures or any other actions or proceedings in connection with any of the Property earned 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 Employee Plan or any other 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 employee benefit plan relating to the Seller, its Affiliates or their respective employees (in each case other than all assets of the Employee Plans 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 permit that Buyer receive such original records; provided, if any medical records of Transferred Employees are needed in order to respond to any post-Closing inquiry from any Governmental Authority relating to employment or workplace safety issues, Seller agrees, to the extent permitted by Applicable Law, reasonably to cooperate with Buyer to make such records available to Buyer or to such Governmental Authority for purposes of the inquiry; (p) any and all Fuel Credits that (i) relate to 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 Tax refunds relating to any Pre-Closing Tax Period; (r) any Purchased Assets sold or otherwise disposed of in the Ordinary Course of Business and not in violation of any provision of this Agreement during the period from the date hereof until the Closing Date; (es) all assets primarily or exclusively related to the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementExcluded Businesses; and (ht) any all hydrocarbon inventories and products other property, asset, rights and interests expressly excluded from than the Property elsewhere in this AgreementHydrocarbon Inventory.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement2.1, the propertyBuyer Sub shall not purchase, and the Seller and the Seller Stockholders shall retain (and there shall be excluded from the Transferred Assets), the following assets, properties, rights and interests set forth below are expressly excluded from claims of the Property and will in no way be transferred to Purchaser Seller (collectively, the “Excluded PropertyAssets”): (a) except for deposits all Cash and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership Cash Equivalents as of the PropertyEffective Time, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerexcept Transferred Cash; (b) any fixturesthe minute books, Personal Property, equipment stock transfer records or other property which is owned by (A) records related to the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers corporate organization of the PropertySeller; (c) any residences all personnel records and other records that the Seller is required by law to retain in its possession (provided that the Seller will deliver copies thereof to employees of the Hotel not located within Buyer Sub at or prior to the Real Estate and manager automobiles, all as listed on Schedule 5Closing); (d) all rentsContracts for investment banking or brokerage services in connection with this Agreement, accounts receivables and other sums due with respect to any Ancillary Agreement and/or the Property earned transactions contemplated hereby or attributable to the period prior to the Closing Datethereby; (e) stock certificates representing all of the hotel management business owned outstanding shares of capital stock or other equity interests of Silpada International Holdings (notwithstanding the foregoing, it being understood and operated by agreed that (i) all of the Manageroutstanding shares of capital stock or other equity interests of any Subsidiary of the Seller other than Silpada International Holdings, and (ii) all assets of any Subsidiary of the Seller (including Silpada International Holdings), shall be Transferred Assets); (f) all Tax assets (including duty and tax refunds and prepayments) of the Seller, any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Seller Stockholder or any of their respective Affiliates; (g) other assets listed on Schedule 5 of this Agreementthe Seller 401(k) Profit Sharing Plan; (h) those Permits that are non-assignable or non-transferable; (i) the Seller’s directors and officers’ insurance policy; and (hj) any other propertyall rights of the Seller, asset, rights the Seller Representative and interests expressly excluded from the Property elsewhere in Seller Stockholders under this AgreementAgreement and the Ancillary Agreements.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the terms “Transferred Assets”, “Initial Closing Transferred Assets”, “Interim Closing Transferred Assets” and “Final Closing Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in house banks process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the applicable Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the applicable Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the applicable Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (x) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bxi) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxiii) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Fountain Equipment; (dxiv) any and all rentsrights under any bottling, accounts receivables manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other sums due with respect to the Property earned intangible rights or attributable to the period prior to the Closing Dateassets associated therewith; (exv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xv) of the ManagerDisclosure Schedule; (fxvi) any land other assets, properties, rights, contracts and outparcels (and claims of the improvements thereon) other than Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Real Property, as expressly described on Exhibit “A”Business; (gxvii) other assets listed on Schedule 5 any Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets as of this Agreementthe applicable Closing; and (hxx) the CBA Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Comprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 2.1.1 or elsewhere in any other provision of this Agreement, the property, Acquired Assets shall not include any of the following assets, properties and rights and interests set forth below are expressly excluded from of Sellers or their Affiliates (collectively, the Property and will in no way be transferred to Purchaser (the “"Excluded Property”Assets"): (a) except for deposits all cash, cash equivalents and any cash on hand marketable securities and bonds; (b) all rights which accrue or in house banks for which Seller receives a credit pursuant will accrue to the terms of Sellers and their Affiliates under this Agreement, the Ancillary Documents and the certificates and other documents delivered to Sellers by Buyer in connection with this Agreement; (c) all cash on hand or on deposit in any house bank, operating account or other account maintained records prepared in connection with the ownership sale of the PropertyBusiness, including bids received from third parties and analysis relating to the Business; (d) all rights, including all defenses, counterclaims and rights of indemnity, reimbursement and subrogation, related to the Retained Liabilities; (e) the Retained Books and Records; (f) interests in any business other than the Business, including the provision of wireless service (cellular and PCS); long distance (interLATA and intraLATA to the extent provided by Verizon Affiliates other than Sellers) and internet access service or internet related services (to the extent provided by Verizon Affiliates other than Sellers or VADI); air-to-ground communications (air phone service); installation, maintenance and equipment service related to the sale of telecommunications equipment by Affiliates to customers located outside the geographic area comprising the Seller Exchanges; any permits related to any of the foregoing; all assets of Sellers and their Affiliates used in connection with any such business or related to any of the foregoing, including but not limited to any common or shared systems used in conjunction with other Verizon Affiliates on a national basis; and all assets used by Sellers and their Affiliates in rendering services to Sellers or the Business that are located outside the geographic area comprising the Seller Exchanges; (g) such other assets, if any, as set forth on Schedule 2.1.2(g), including, without limitation, any reserves maintained those which are described by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellergeneral category; (bh) any fixtures, Personal the Excluded Contracts including those contracts set forth on Schedule 2.1.2(h); (i) the Excluded Marks; (j) all Intellectual Property, equipment including the Licensed Intellectual Property and Third Party Intellectual Property, and all claims against any Person for infringement or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers misappropriation of the such Intellectual Property; (ck) any residences provided subject to employees the provisions of Section 2.1.1(k), all rights and claims under insurance policies of Sellers or their Affiliates arising in connection with the operation of the Hotel not located within Business or the Real Estate and manager automobiles, all as listed Acquired Assets on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e1) all rights to Tax refunds and/or Tax credits (including all interest related thereto) relating to the hotel management business owned and operated by operation of the Manager; Business or the Acquired Assets for Tax periods (for portions thereof) any land and outparcels (and ending on or prior to the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementClosing Date; and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreement.

Excluded Assets. Notwithstanding anything Nothing herein contained shall be deemed to sell, assign, transfer, convey or deliver to Buyer, and Seller and its Affiliates shall retain, all right, title and interest in, to and under the contrary in this Section 1 or elsewhere in this Agreement, the property, following assets, properties, interests and rights of Seller and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser its Affiliates (collectively, the “Excluded PropertyAssets”): (a) all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities or similar cash items of Seller and its Affiliates and all bank accounts of Seller and its Affiliates (except for deposits as set forth in Sections 1.1(l) and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller(o)); (b) any fixtures, Personal Property, equipment or all Contracts of Seller and its Affiliates other property which is owned by (A) than the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Purchased Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined“Excluded Contracts”), or (F) any guests or customers of the Property; (c) any residences provided refund that Seller is entitled to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5under Section 7.6; (d) except as set forth in Section 1.1(o), all rentsinsurance policies, accounts receivables and other sums due with respect binders, claims or rights to proceeds thereof relating to the Property earned assets, properties, business or attributable to the period prior to the Closing Dateoperations of Seller and its Affiliates; (e) the hotel management business owned Seller Names and operated by Marks, including the ManagerRaybestos Marks, and all other Intellectual Property of Seller and the Selling Affiliates other than the Business Intellectual Property referred to in Section 1.1(g); (f) any land actions, defenses, credits, claims, causes of action, demands or rights of setoff of any kind (in each case at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including rights and outparcels (claims arising from any violation of Law), and all rights under and pursuant to all indemnities, warranties, representations and guarantees made by suppliers, manufacturers, contractors, customers or other third parties that are not related to the Purchased Assets or to Assumed Liabilities, and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”right to collect damages or proceeds in connection therewith; (g) all Books and Records that are identified as Excluded Assets pursuant to Section 1.1(f); (h) all customer (including prospective customer) and vendor lists of Seller and its Affiliates other than those referred to in Section 1.1(e); (i) any other product lines, Contracts, assets listed on Schedule 5 or property of the Seller and its Affiliates not used in or relating to, the Business, including any product lines, Contracts, assets or property of the Excluded Businesses; (j) the capital stock of Seller and all Affiliates of Seller; (k) all Information Technology assets that are identified as Excluded Assets pursuant to Section 1.1(p); (l) the Overhead and Shared Services; (m) all rights of Seller under this AgreementAgreement (including Seller’s right to the Initial Purchase Price and Final Purchase Price hereunder); (n) all real property owned or leased by Seller and its Affiliates other than the Owned Real Property and the real property subject to the Real Property Leases; and (ho) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreementassets set forth on Schedule 1.2(o).

Excluded Assets. Notwithstanding anything The Purchased Assets shall not include any property or assets of Seller not described in Section 2.1 and, notwithstanding any provision to the contrary contained in this Section 1 2.1 or elsewhere in this Agreement, the propertyPurchased Assets shall not include any of the following specifically enumerated properties, assets, rights and interests set forth below are expressly excluded from of the Property and will in no way be transferred to Purchaser Seller (the “Excluded PropertyAssets”): 2.2.1 Claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Seller or any Affiliate of the Seller of any kind to the extent (ai) relating to the Excluded Assets or the Excluded Liabilities, (ii) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Closing Date, except for deposits to the extent relating to a Prepayment or to a right or obligation that extends after Closing or (iii) identified on Schedule 2.2.1. 2.2.2 Other than those Purchased Assets described in Section 2.1.11(A), all privileged or proprietary materials, documents, information, media, methods and processes owned by or licensed to the Seller or its Affiliates and any and all rights to use same, including 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 the Seller or its Affiliates, or the use of which under the pertinent license therefor is limited to operation by the Seller or its Affiliates or on equipment owned by the Seller or its Affiliates, all promotional or marketing materials (including all marketing computer software), and any and all trade names under which the Seller or the Purchased Assets prior to Closing have done business or offered services, and all abbreviations and variations thereof. 2.2.3 All computer and data processing hardware or firmware, and all rights relating thereto, not located at the Facilities, other than those used by the Seller exclusively in the operation of Business or the Facilities as currently conducted by the Seller. 2.2.4 Subject to Section 2.1.8, any and all employment and medical records of Retained Employees and any and all medical records of Current Employees, whether or not maintained at the Facilities. 2.2.5 All cash on hand and cash equivalents, including bank accounts, money market funds, temporary cash investments and other deposits, excluding the Prepayments. 2.2.6 All (i) Contracts of the Seller or in house banks for which any Affiliate of the Seller receives a credit pursuant that do not relate exclusively to the terms Purchased Assets or the operation of the Business as currently conducted by the Seller, (ii) Branded Sales Contracts, and (iii) Contracts set forth on Schedule 2.2.6 (collectively, the “Excluded Contracts”). 2.2.7 All Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Purchased Assets or to the operation of the Business as currently conducted by the Seller, all of which material Licenses and Permits are identified in Schedule 2.2.7. 2.2.8 All of the Seller’s and any of its Affiliates’ right, title and interest in and to (i) all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of or related to 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, and (ii) the Credit Support Arrangements, 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. 2.2.9 All of the Seller’s rights and obligations arising under any outstanding receivable or payable, which arose prior to the Closing, between any Seller, on the one hand, and any Affiliate of a Seller, on the other hand. 2.2.10 Any and all accounting and Tax files, Tax books, Tax records, Tax returns and Tax work papers related to the Purchased Assets exclusive of property tax files, provided, however, that Buyer and its representatives shall be provided reasonable access to and copies of such records as are necessary for Buyer to supplement or modify the Financial Statements, as defined below in Section 5.8. 2.2.11 All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Seller, its Affiliates or their respective employees. 2.2.12 All rights, titles, claims and interests of the Seller or any Affiliate of the Seller (including any officers or directors of such Persons) (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any taking with respect to the Purchased Assets that have occurred prior to the date of this Agreement, all cash on hand or on deposit in (iv) to any house bank, operating account insurance or other account maintained in connection with bond proceeds. 2.2.13 All rights or claims by the ownership Seller or any Affiliate of the Property, including, without limitation, Seller to any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable Tax refund relating to the period prior to the Closing Date;. 2.2.14 Any equity interest held by the Seller (eor Affiliate thereof) in any Person. 2.2.15 Any planes, communication, computer, clerical or accounting equipment presently located outside of the hotel management business owned boundaries of the Facilities that have historically been located outside of the boundaries of the Facilities (or hereafter acquired and located outside of the boundaries of the Facilities, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of the Facilities) and which is not used exclusively in connection with the ownership of the Purchased Assets or the operation of the Business as it is currently conducted by the Seller. 2.2.16 Other than the Pipeline Throughput and Deficiency Agreement and the Owned Real Property, all rights, titles, claims and interests of the Seller or any Affiliate of the Seller to any agreements, deeds, leases, easements, franchises, licenses, permits and other documents respecting pipelines and pipeline rights. 2.2.17 All forecasts, financial information or financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Business as it is currently operated by the Manager;Seller) prepared or used by the Seller to the extent not relating exclusively to the Business and all copies of and subscriptions to Third Party reports. 2.2.18 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including analyses relating in any way to the Purchased Assets, the Assumed Liabilities and the Facilities. 2.2.19 All rights of the Seller under or pursuant to this Agreement and the other agreements and transactions contemplated hereby. 2.2.20 All rights in or to the franchise of the Seller to be a corporation or its charter, corporate minute books, stock books and other records relating to its corporate existence and capitalization. 2.2.21 The Equipment identified on Schedule 2.2.21, which Schedule also includes significant equipment owned by Third Parties that is located at the Facilities and affixed to the Owned Real Property. 2.2.22 Miscellaneous assets, if any, identified by category on Schedule 2.2.22. 2.2.23 Any other assets, properties and rights of the Seller or any of its Affiliates that are not used exclusively in the ownership of the Purchased Assets or the operation of the Business as it is currently conducted by the Seller. The Buyer shall permit the Seller to store (fwithout charge by the Buyer for storage and without liability by the Buyer) any land and outparcels all of the Excluded Assets at the Facilities for a period of up to one hundred eighty (180) days following the Closing, and the improvements thereonSeller may remove at any time and from time to time, during such one hundred eighty (180) other than day period, the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other property, asset, rights and interests expressly excluded Excluded Assets from the Property elsewhere Facilities (at the Seller’s expense), provided that the Seller shall do so in this Agreementa manner that does not unduly or unnecessarily disrupt the Buyer’s normal business activities at the Facilities.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, the property, The following assets, properties, and rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “"Excluded Property”):Assets") are not included in the Acquired Assets and shall be retained by the Seller. (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership Equity Securities of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) any direct or supplier(s) shall remain indirect subsidiary of the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment all receivables or other property which is interests in receivables owned by (A) the lessor under Seller, including all receivables owned by the Seller and owed to any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers Affiliate of the PropertySeller; (c) the Parmalat Receivables Purchase Agreement, any residences provided Contract referred to employees in Section 1.01(i) that is of no further effect as of the Hotel Closing and any Contract referred to in Section 1.01(i) in respect of which the Purchaser provides notice to the Seller prior to the Closing that it does not located within wish to assume such Contract pursuant to Section 1.04(i) and, in each case, any and all money payable under or with respect to any of the Real Estate and manager automobiles, all as listed on Schedule 5foregoing; (d) all rentsexcept as otherwise provided in respect of Acquired Assets or Assumed Liabilities by Section 1.01(k), accounts receivables any claims, rights or causes of action arising under sections 542, 544, 545, 547, 548, 549, 550 and other sums due with respect to 553 of the Property earned or attributable to the period prior to the Closing DateBankruptcy Code; (e) cash, cash equivalents, bank deposits, bank accounts and lock-boxes of the hotel management business owned and operated by the ManagerSeller; (f) the Seller's rights under this Agreement and other agreements between the Purchaser, any land and outparcels (Designee and the improvements thereon) other than Seller relating to the Real Property, as expressly described on Exhibit “A”transactions contemplated hereby; (g) any claims against current or former directors, officers or other assets listed on Schedule 5 employees of, or agents, accountants or other advisors of this Agreementor to, the Seller; (h) minute books, articles or certificates of incorporation, by- laws, limited liability company certificates or articles of formation, limited liability company operating agreements, all amendments thereto, stock ledgers and stock certificates of the Seller; and (hi) any other property, asset, rights and interests expressly excluded from Tax Refunds of the Property elsewhere in this AgreementSeller.

Excluded Assets. Notwithstanding anything to Other than the contrary in this Section 1 or elsewhere in this AgreementPurchased Assets, the propertySeller is not selling, assetsand the Buyer is not purchasing, rights and interests set forth below are expressly excluded from any of the Property and will in no way following assets of the Seller or its Affiliates, all of which shall be transferred to Purchaser retained by the Seller or its Affiliates (collectively, the “Excluded PropertyAssets”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerits Affiliates’ cash and cash equivalents; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts that are not Assumed Contracts, (C) including the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyExcluded Contracts; (c) all Intellectual Property owned by the Seller or any residences provided to employees of its Affiliates other than the Transferred Intellectual Property, including the Intellectual Property set forth on Section 2.2(c) of the Hotel not located within Seller Disclosure Letter (collectively, the Real Estate and manager automobiles, all as listed on Schedule 5“Excluded Intellectual Property”); (d) all rents, accounts receivables Owned Real Property and all Leased Real Property; (e) all machinery and equipment identified on Section 2.2(e) of the Seller Disclosure Letter; (f) all Inventory other sums due with respect than Finished Goods as of the Closing Date; (g) all Receivables as of the Closing Date to the Property earned or attributable extent relating to and arising in the period prior to the Closing Date (and any cash received in respect of such Receivables whether prior to, on or after the Closing Date); (eh) the hotel management business owned and operated by the Managerall IT Assets other than as set forth in Section 2.1(l); (fi) any land and outparcels (and the improvements thereonassets identified on Section 2.2(i) other than of the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementSeller Disclosure Letter; and (hj) any other property, asset, all rights of the Seller under this Agreement and interests expressly excluded from the Property elsewhere Ancillary Agreements and all of the Seller’s interest in this Agreementthe capital stock of its Subsidiaries.

Excluded Assets. Notwithstanding anything The Transferred Assets shall not include, and Contributor reserves and retains, all right, title and interest in and to the contrary in this Section 1 or elsewhere in this Agreementfollowing (collectively, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits all cash, cash equivalents, short-term investments, bank deposits, investment accounts, corporate credit cards and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms similar items of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of SellerContributor; (b) any fixtures, Personal Property, equipment or Contracts other property which is owned by (A) than the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Transferred Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) the rights of Contributor to the names “Delek” or any residences provided to employees of the Hotel not located within the Real Estate and manager automobilesrelated or similar trade names, all as listed on Schedule 5trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) all rentsof Contributor’s and any of its Affiliates’ right, title and interest in and to all accounts receivables receivable, all trade accounts receivable and all notes, bonds, and other sums evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities arising out of or related to any sale, transfer or other disposition of any Excluded Asset, and any and all such rights evidenced by chattel paper, instruments or documents, in each case, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future, including the security arrangements, if any, related thereto, including any rights with respect to the Property earned any third party collection procedures or attributable to the period prior to the Closing Dateany other Actions in connection therewith; (e) all Actions and similar rights in favor of Contributor or any of its Affiliates of any kind against third parties that are not Affiliates of the hotel management business owned and operated by Partnership to the Manager;extent relating to (i) the Excluded Assets or (ii) the Transferred Assets prior to the Effective Time; and (f) any land and outparcels (and the improvements thereon) other than the Real Propertyas set forth in Section 2.2(e), as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other propertyall rights, assettitles, rights claims and interests expressly excluded from the Property elsewhere of Contributor or any of its Affiliates (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in this Agreementregard to any taking or (iv) to any insurance or bond proceeds.

Excluded Assets. Notwithstanding anything to The Sellers are not selling, and the contrary Purchaser is not purchasing, any assets other than those specifically set forth in this Section 1 or elsewhere in this Agreement1.1, and without limiting the generality of the foregoing, the propertyterm “Transferred Assets” shall expressly exclude the following assets of the Sellers (including all of the Sellers’ right, assetstitle and interest therein and thereto), rights and interests set forth below are expressly excluded from all of which shall be retained by the Property and will in no way be transferred to Purchaser Sellers (collectively, the “Excluded PropertyAssets”): (a) except for as provided in Section 1.1(j), all of the Sellers’ cash, bank deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerequivalents; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers all of the PropertySellers’ bank accounts; (c) any residences provided to employees all of the Hotel not located within assets of the Real Estate and manager automobilesSellers, all as if any, listed on or described in Schedule 51.2(c); (d) all rentsof the Contracts of any Seller, accounts receivables and other sums due with respect except the Assumed Contracts; (e) except as specifically listed or referred to in Schedule 1.1(c), all Intellectual Property not used exclusively in or related exclusively to the Business, including, but not limited to, all trademarks, service marks, logos, slogans, trade names, and corporate names (and all translations, adaptations, derivations and combinations of the foregoing) and internet domain names, incorporating “Fleetwood Motor Homes,” brand names of the ParentCo’s recreational vehicle products, “Fleetwood Enterprises” or “Fleetwood Travel Trailers” or products of the travel trailer division, or any derivations therefrom together with all income, royalties, damages and payments due or payable (and all goodwill associated with any of the foregoing), and any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Intellectual Property earned in the Sellers’ possession or attributable control, including all Intellectual Property listed on or described in Schedule 1.2(e) (the “Excluded IP”); (f) except as provided in Section 1.1(n) or Section 5.14, all insurance policies relating to the Business and rights, claims or causes of action thereunder; (g) all rights of the Sellers under this Agreement and any other Closing document entered into or executed by the Sellers (or any of them) in connection with the transactions contemplated hereby; (h) all IT Systems and Computer Software, except for any such items that (i) are referred to in Section 1.1(i), or (ii) constitute a Transferred Asset pursuant to Section 1.1(p); (i) any interest 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 prior to the Closing Date; (ej) all corporate books and records, Tax Returns, board minutes and organizational documents of the hotel management business owned Sellers, and operated any other records that any Seller is required to retain by Law (except that copies of such retained records shall be provided to the ManagerPurchaser at Closing if such records would otherwise constitute a Transferred Asset pursuant to Section 1.1(h)), all information held by any Seller prohibited from being transferred or disclosed pursuant to applicable Law, all privileged communications or information of any Seller (including any attorney work product), all non-public information primarily related to or prepared in connection with the Bankruptcy Case, and the Sellers’ books and records relating to any Excluded Assets; (fk) any land and outparcels Account Receivable that is aged more than thirty (and 30) days from the improvements thereondate of invoice (or equivalent payment due notice) other than as of the Real PropertyEffective Time or that is otherwise owing by an account debtor that is bankrupt, as expressly described on Exhibit “A”in receivership or insolvent or has ceased to conduct business or is disputing such Account Receivable; (gl) all notes receivable due to any Seller that are not Accounts Receivable and that arose or arise out of the operation of the Business prior to the Closing, together with any unpaid interest or fees accrued thereon or other assets listed on Schedule amounts due with respect thereto; (m) all of the rights and claims of the Sellers to avoidance actions available to any Seller under chapter 5 of this Agreementthe Bankruptcy Code, of whatever kind or nature, including avoidance actions under sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code, and any related claims and actions arising under such sections by operation of law or otherwise, including any and all proceeds of the foregoing; and (hn) the equity securities or other ownership interest of any other property, asset, rights and interests expressly excluded from Seller or the Property elsewhere in this AgreementSellers’ Affiliates.

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySeller is not selling, assetstransferring or causing to be sold or transferred, rights and interests set forth below are the Buyer is not purchasing or receiving, any assets other than those specifically listed or described in Section 2.1, and without limiting the generality of the foregoing, the term “Transferred Assets” (including all assets listed in clauses (a) through (j) of Section 2.1) shall expressly excluded from exclude the Property following assets of the Seller and will in no way its Affiliates, all of which shall be transferred to Purchaser retained by the Seller and its Affiliates, as the case may be (collectively, the “Excluded PropertyAssets”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by cash and cash equivalents of the Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerits Affiliates; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyLand; (c) any residences provided to employees originals of the Hotel not located within corporate books and records, records of internal corporate proceedings, tax records, work papers and books and records of the Real Estate Seller and manager automobiles, its Affiliates that the Seller or any of its Affiliates is required by Law to retain; provided that copies of all such Books and Records described in Section 2.1(h) shall be made available to the Buyer as listed on Schedule 5set forth in Sections 5.2(c) and 6.1(h); (d) subject to Sections 5.2(d) and 6.1(h), all rentsrecords that would otherwise constitute Books and Records, accounts receivables including accounting records (including records relating to Taxes) and other sums due with respect internal reports relating to the Property earned business activities of the Seller or attributable any of its Affiliates but that are not exclusively used in the Business; (e) all rights in the names and marks, and any variation or derivation thereof, set forth in Schedule 2.2(e); (f) all of the bank accounts of the Seller and its Affiliates; (g) 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; (eh) the hotel management business owned any insurance policies and operated by the Managerrights, claims or causes of action thereunder; (fi) except as specifically provided in Section 5.6, any land and outparcels assets relating to any Employee Plan; (and the improvements thereonj) (A) employment contracts of Business Employees (other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed European Business Employees and of employees specified on Schedule 5 of this Agreement; 2.2(j)), and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreement.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertyAssets do not include and Purchaser agrees and acknowledges that Seller has reserved and retained from the Assets and hereby reserves and retains unto itself any and all rights, assets, rights titles and interests set forth below are expressly excluded from the Property in and will in no way be transferred to Purchaser (the “Excluded Property”): (a) except for deposits fee, leasehold, mineral fee, royalty, overriding royalty, and any cash on hand or in house banks for which Seller receives a credit pursuant other interests to the terms of this Agreement, all cash on hand or on deposit in extent pertaining to the any house bank, operating account or other account maintained in connection with area not within the ownership boundaries of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(sLeases as of the Effective Time and not expressly included under Section 1.2(a) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixturesabove; (b) seismic, Personal Propertygeologic and geophysical records, equipment or other property which is owned by (Ainformation, and interpretations relating to the Assets not included in Section 1.2(b)(5) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; above; (c) any residences provided and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the purchase, sale or exchange to employees a third party by Seller of the Hotel not located within the Real Estate Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and manager automobiles, all as listed on Schedule 5; information or documents covered by a legal privilege; (d) originals or copies of Records retained by Seller; (e) all rentsclaims, accounts receivables rights and other sums due with respect to the Property earned or attributable causes of action of Seller against third parties, asserted and unasserted, known and unknown relating to the period prior to the Closing Date; (e) Effective Time relating to the hotel management business owned and operated by the Manager; Assets; (f) any land trucks, communication equipment, computers and outparcels (related switching equipment and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; software; (g) other assets listed on Schedule 5 of this Agreementall pipelines which are not used solely for production from the Lands; and (h) all oil in storage at the Effective Time or produced prior to the Effective Time; and (i) items or interests excluded or removed elsewhere in or pursuant to this Agreement;(j) any other propertyrefund of taxes, asset, rights costs or expenses borne by Seller or Seller’s predecessors in title attributable to the period of time prior to the Effective Time; (k) any and interests expressly excluded all proceeds receivable from the Property elsewhere in this Agreementsettlement or final adjudication of contract disputes with lessors, co-owners or operators of the Assets or with purchasers, gatherers processors or transporters of hydrocarbons from or attributable to the Assets, including without limitation, settlement of royalty, take-or-pay, pricing or volume adjustments disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Time (collectively, the "Excluded Assets").

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, the property, The following assets, properties, and rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):"EXCLUDED ASSETS") are not included in the Acquired Assets and shall be retained by Sellers: (a) except for deposits subject to SECTION 1.01(n), SECTION 1.01(o), and SECTION 1.01(p) and the last sentence of SECTION 1.01, all cash, cash equivalents, accounts receivable and securities of any type or nature owned by the Sellers or any of their Affiliates and any cash on hand rights of Sellers or in house banks for which Seller receives a any of their Affiliates under any credit pursuant to the terms agreement, letter of this Agreement, all cash on hand credit agreement or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellersimilar financial accomodation; (b) all membership interests of the Company in the Company Subsidiaries and all intercompany receivables owed by any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under Seller to any other Service Contracts, (C) the tenant under Seller or any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyAffiliate thereof; (c) except as otherwise provided in SECTION 1.01(m), any residences provided to employees claims, rights or causes of action arising under sections 542, 544, 545, 547, 548, 549, 550 and 553 of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Bankruptcy Code; (d) all rentsSellers' rights under this Agreement, accounts receivables any Transaction Agreements and any other sums due with respect agreements between Purchaser and Sellers relating to the Property earned transactions contemplated hereby, and any other rights, claims or attributable causes of action (if any) of Sellers against Purchaser or any of its Affiliates ; (e) any claims (if any) against current or former directors, trustees, officers or other employees of, or agents, accountants or other advisors of or to, Sellers; (f) minute books, articles or certificates of incorporation, by-laws, limited liability company certificates or articles of formation, limited liability company operating agreements, all amendments thereto, stock and membership ledgers and stock certificates of Sellers; (g) Tax Refunds in respect of the Business that relate to the period any period, or portion of any period, ending on or prior to the Closing Date; (eh) intellectual property other than the hotel management business owned and operated by the Managerintellectual property described in SECTION 1.01(q); (fi) any land and outparcels (and rights or claims of the improvements thereon) Sellers relating to any assets other than the Real Property, as expressly described on Exhibit “A”Acquired Assets; (gj) other any assets listed on Schedule 5 excluded pursuant to the election contemplated by the penultimate sentence of this AgreementSECTION 1.05(b); (k) the items referred to in the parenthetical contained in SECTION 1.01(b); and (hl) any rights, claims, demands or causes of action, at law or in equity, or any remedies therefor, of any of the Sellers against Purchaser or Guarantor, or against any lender, creditor, issuer of any letter of credit, participating bank in any letter of credit, secured party under any security agreement or similar agreement, bondholder, trustee under any indenture relating to any bond, or against any Affiliate or any officer, director, employee, agent, representative or advisor of any of the foregoing, or against any other propertyPerson who acted or acts in concert with any of them, assetin respect of any act or omission in relation to any of the Sellers, rights whether or not any of the foregoing Persons held such status before, during or after the time of any act or omission in relation to any of the Sellers, or whether or not such right, claim, demand, or cause of action arose before or after the date hereof, or was or is asserted before or after the date hereof, including any right, claim, demand or cause of action with respect to a continuation of such activity after the date hereof and interests expressly excluded from any damages sustained therefrom before or after the Property elsewhere in this Agreement.date hereof, and any books, records, files or papers relating to any of the foregoing..

Excluded Assets. Notwithstanding anything to Buyer expressly understands and agrees that it is not purchasing or acquiring, and neither Seller is selling or assigning, and the contrary in this Section 1 or elsewhere in this Agreement, Purchased Assets do not include any of the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser following (the “Excluded Property”Assets): (ai) except for deposits all accounts and any cash on hand or in house banks for which Seller receives a credit pursuant to notes receivable of the terms Business, including accounts receivable of this HEP under the Power Purchase Agreement, ; (ii) all cash on hand and cash equivalents, bank accounts and securities of Sellers; (iii) all Contracts that are not Assigned Contracts and all rights, claims, credits, causes of action or on deposit rights of set off against third parties held by Sellers in any house bankconnection therewith; (iv) all Intellectual Property other than as expressly set forth in Section 2.1(a)(iii); (v) the corporate seals, operating organizational documents, minute books, stock books, Tax Returns, books of account or other account maintained in connection records having to do with the ownership corporate organization of the Property, including, without limitation, any reserves maintained by either Seller or by Seller’s lender(s) or supplier(s) shall remain the sole its operations (other than as expressly set forth in Section 2.1(a)(ix)), correspondence, research and exclusive property development and legal files, customer lists, price lists and any other books and records of either Seller; (bvi) all insurance policies of such Seller and all rights to applicable claims and proceeds thereunder and any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under right to any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertyrefund thereunder; (cvii) all Tax assets (including duty and Tax refunds and prepayments) of such Seller or any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5its Affiliates); (dviii) all rentsrights to any action, accounts receivables and suit or claim of any nature available to or being pursued by such Seller, whether arising by way of counterclaim or otherwise, other sums due with respect to the Property earned or attributable to the period prior to the Closing Datethan as expressly set forth in Section 2.1(a)(xi); (eix) the hotel management business owned assets, properties and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed rights specifically set forth on Schedule 5 of this Agreement2.1(b)(ix); and (hx) any other property, asset, the rights and interests expressly excluded from which accrue or will accrue to each Seller under the Property elsewhere in this AgreementTransaction Documents.

Excluded Assets. Notwithstanding anything the foregoing, the Seller is not selling, and the Buyer is not purchasing, pursuant to the contrary in this Section 1 or elsewhere in this Agreement, any of the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser following assets (the “Excluded Property”):"EXCLUDED ASSETS"), all of which shall not be "Acquired Assets": (a) except for deposits any of the Seller's cash, marketable or other securities, commercial paper and any cash equivalents or other investments, on hand or in house banks for which Seller receives a credit bank accounts, and all of the Seller's bank accounts (other than the proceeds of any sale of, and any other consideration received in exchange for, Acquired Assets sold or otherwise disposed of other than pursuant to the terms this Agreement which, for purposes of this AgreementSection 1.02(a), all cash on hand or on deposit shall not include inventory sold in any house bank, operating account or other account maintained in connection with the ownership ordinary course of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerbusiness); (b) any fixtures, Personal Property, equipment or other property which is computers owned by the Seller and located at the Seller's facilities in Wakefield, Massachusetts, or New York, New York (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined"SELLER OFFICES"), and any software embodied in any such computers, any communication or (F) any guests data network systems not used or customers held for use in connection with the conduct of the Propertybusiness or operations of ▇▇▇▇▇▇, including but not limited to the computers and software described on SCHEDULE 1.02(b); (ci) the name and ▇▇▇▇ "High Voltage Engineering Corporation", the name and ▇▇▇▇ "High Voltage Engineering", in whole or in part, and any name or ▇▇▇▇ derived from or including either of the foregoing; and (ii) any residences provided to employees other Intellectual Property of the Hotel Seller not located within used or held for use in connection with the Real Estate business or operations of ▇▇▇▇▇▇ and manager automobiles, all as listed on Schedule 5the goodwill associated therewith; (d) all rentsof the office equipment, accounts receivables furniture, supplies, communication equipment and other sums due personal property of the Seller located at the Seller Offices; (e) all insurance policies of the Seller and the rights to claims thereunder (except with respect to the Property earned rights to receive or attributable claims for insurance proceeds that relate to the period Acquired Assets), including any claims for workers-compensation arising with respect to any employees of the Seller on or prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land all corporate, financial and outparcels (tax records of the Seller and its other businesses not relating to the improvements thereon) other than business or operations of ▇▇▇▇▇▇ or located at the Real Property, as expressly described on Exhibit “A”Seller Offices; (g) all personnel files of any employees of the Seller who are not Assumed Employees (as defined in Section 10.01 hereof); (h) all books and records pertaining to both the Seller's other businesses and the business and operations of ▇▇▇▇▇▇, provided that Seller shall furnish copies of such books and records to the Buyer to the extent relevant to the operation of the business of ▇▇▇▇▇▇; (i) the consideration received by the Seller pursuant to this Agreement; (j) the Seller's rights under the Escrow Agreement, dated as of March 25, 1998, among the Seller, Hilec, Inc. and ▇▇▇▇▇▇ Bank Winnetka, N.A. as Escrow Agent, and the related asset purchase agreement; (k) all indemnity and contribution rights granted to Seller with respect to Excluded Liabilities and any and all rights or assets arising from and related to the defense, release, compromise, discharge, administration, management or satisfaction by Seller of the Excluded Liabilities; (l) all of Seller's rights, claims, actions, causes of action, vendor, supplier and similar claims, judgments and demands of whatever nature relating to Excluded Assets; (m) all guarantees, letters of credit, bank drafts and similar items given by the Seller for the benefit of ▇▇▇▇▇▇, including but not limited to any guarantees of bank loans or lines of credit; (n) all of Seller's deferred charges, advance payments, prepaid items, security and other deposits, claims for refunds, rights of offset, and credits of all kinds, relating to the Excluded Assets or to the Excluded Liabilities; (o) the Seller's rights under those contracts listed on Schedule 5 of this AgreementSCHEDULE 1.02(o); and (hp) any other propertythe Seller's rights to the personal property and real property in Woodbridge, assetNew Jersey, rights and interests expressly excluded from formerly used in connection with the Property elsewhere in this Agreementoperation of the business of ▇▇▇▇▇▇.

Excluded Assets. Notwithstanding anything Other than the Assets being purchased pursuant to the contrary in this Section 1 1.1, Purchasers expressly agree that they are not purchasing or elsewhere in this Agreementacquiring, the propertyand Sellers are not selling, conveying, transferring, assigning or delivering, any other assets, properties, or rights owned, used or held for use by Sellers, and such properties, rights and interests set forth below are expressly assets shall be excluded from the Property and will in no way be transferred to Purchaser Assets (collectively, the “Excluded PropertyAssets”):). For the avoidance of doubt, Excluded Assets include, without limitation: (ai) except for deposits and any cash on hand All vessel(s) under construction (together with all parts, materials, inventory or in house banks for which Seller receives components that are a credit part thereof or are related thereto) pursuant to the terms of this Agreement(A) the ▇▇▇▇▇▇▇▇ Agreements, all cash on hand or on deposit in (B) the NCDOT Contract, and (C) the TXDOT Contract (items (A) - (C), collectively, the “Specified Excluded Contracts”); and (ii) any house bank, operating account or other account maintained rights under the Specified Excluded Contracts and related agreements entered into by GIS in connection with the ownership construction of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellervessels described therein; (b) any fixtures, Personal Property, All equipment or and other property which is owned by assets (Aincluding applicable listed scrap material) the lessor under any Equipment Leases, (Bspecifically identified on Schedule 1.2(b) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertyhereto; (c) any residences provided to employees of All Intellectual Property other than the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Purchased IP; (d) All other intangible assets that are not part of the Business Goodwill, including the names of Sellers, and all rentstelephone and facsimile numbers; (e) Any rights of Sellers to receive refunds, accounts receivables and other sums due credits or rebates of Taxes paid with respect to the Property earned Assets or attributable the Business with respect to the any period or portion thereof ending prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels All employee benefit plans (and the improvements thereonincluding plan assets) other than the Real Propertymaintained by, as expressly described on Exhibit “A”or covering employees of, Sellers; (g) All rights of Sellers to causes of action, lawsuits, judgments, claims and demands of any nature accruing before or on the Closing Date and all counterclaims, rights of setoff, rights of indemnification and affirmative defenses to any claims that may be brought against Sellers by third parties, other assets listed than any of the foregoing related to the Assets; (h) All of Sellers’ insurance policies and all rights to applicable claims and proceeds thereunder; (i) All rights and interests of Sellers under all certificates for Sellers’ insurance, binders for insurance policies and insurance policies under which Sellers are or have been insured or under which the Business or any of the Assets or the Assumed Liabilities are or have been insured before or on Schedule 5 the Closing Date; (j) The organizational documents, ledgers and minute books, books of this Agreementaccount or other records having to do with the organization of Sellers, all employee-related or employee benefit-related files or records, and any other books and records which Sellers are prohibited from disclosing or transferring to Purchasers under applicable Law and are required by applicable Law to retain; (k) All rights with respect to billed accounts receivable that relate to work performed or services provided by the Sellers prior to the Closing other than any retainage; (l) All privileged attorney-client communications of Sellers or their Affiliates received or transmitted prior to the Closing; and (hm) any other propertyAll rights, asset, rights claims or causes of action of Sellers under this Agreement and interests expressly excluded from the Property elsewhere in this AgreementAcquisition Documents.

Excluded Assets. Notwithstanding anything The Transferred Assets shall not include, and the Sellers reserve and retain all right, title and interest in and to the contrary in this Section 1 or elsewhere in this Agreementfollowing (collectively, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant all real property, including all real property subject to the terms of this Lease and Access Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is all rail tracks owned by (A) the lessor under any Equipment LeasesSellers, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertyif any; (c) any residences provided all inventory, including raw materials, intermediates, products, byproducts and wastes that is located at the Rail Offloading Facility at or prior to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Effective Time; (d) all rentsother than as provided in the Restated Omnibus Agreement, accounts receivables and other sums due with respect the rights of the Sellers to the Property earned name “Delek,” “Lion,” “▇▇▇▇” or attributable to the period prior to the Closing Dateany related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (e) all of the hotel management business owned Sellers’ and operated by any of their Affiliates’ right, title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to the Managerownership or operation of the Transferred Assets prior to the Effective Time and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings in connection therewith; (f) all rights, titles, claims and interests of the Sellers or any land and outparcels of their Affiliates (and the improvements thereoni) other than the Real Propertyunder any policy or agreement of insurance, as expressly described on Exhibit “A”;(ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds; and (g) all Claims and similar rights in favor of any Seller or any of their Affiliates of any kind to the extent relating to (i) the Excluded Assets or (ii) the ownership of the Transferred Assets prior to the Effective Time (other assets listed on Schedule 5 of this Agreement; and (h) than any other property, asset, rights and interests expressly excluded from damage to the Property elsewhere in this AgreementTransferred Assets not repaired prior to the Effective Time).

Excluded Assets. Notwithstanding anything to Buyer expressly understands and agrees that the contrary in this Section 1 or elsewhere in this Agreement, following assets and properties of Seller (the property, assets, rights and interests set forth below are expressly "Excluded Assets") shall be excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):Purchased Assets: (a) except for deposits the Purchase Price and any cash on hand or in house banks for which other rights of Seller receives a credit pursuant to the terms of under this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySeller's corporate minute book and stock records; (c) any residences provided to employees the lesser of $300,000 or the Hotel not located within the Real Estate actual amount of Seller’s cash and manager automobiles, all as listed cash equivalents on Schedule 5hand and in banks; (d) all rentsthe oldest of Seller’s accounts, accounts receivables notes and other sums due receivables (or collections with respect to such receivables) as of the Property earned Closing Date, up to an amount that is equal to $300,000 less the amount of cash and cash equivalents excluded pursuant to section 2.02(c); and, in addition, all receivables from those customers that are designated as Excluded Assets; (e) all insurance policies and all proceeds thereof, other than proceeds that relate to any claims for damage to or attributable to destruction of the period prior to Purchased Assets from the date of this Agreement until the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) Seller’s ownership interest in Invoice IQ, LLC and all software technology developed by Invoice IQ or its co-founder, ▇▇▇▇ Pitches, that relates to the Invoice IQ business; provided, however, that to the extent any land of such software technology relates to or is Used in the Business, Buyer shall be granted a non-exclusive, fully-paid license to use, modify, enhance, copy, license and outparcels sublicense such software (including but not limited to Invoice IQ) in both source code and the improvements thereon) other than the Real Propertyobject code form, as expressly described on Exhibit “A”;terms acceptable to Buyer, in its reasonable discretion. (g) any Real Property or leases for Real Property other than the Office Lease; (h) Seller’s lease of its office space in at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, together with all contents therein, other than such contents as are used in connection with that portion of the Business that is not conducted principally at that location); (i) the agreement between Seller and Blue Mile Networks pursuant to which Seller provides CDR analysis services to Blue Mile Networks; (j) the agreement between Seller and Telwares, Inc pursuant to which Seller provides subcontractor services to Level3; (k) the subcontractor agreement between Seller and Third Law Consulting, LLC pursuant to which Seller provides sourcing services to FairPoint Communications; (l) any purchased assets listed sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (m) All fixtures, furniture, equipment, office supplies and software (subject, however, to Section 2.02(f) above) located in Seller’s Virginia office on Schedule 5 the date of this Agreement; and (hn) any other propertySeller’s domain names, assetdomain name registrations, rights web sites and interests expressly excluded from the Property elsewhere in this Agreementcontent therein, as well as the Carrier CDR Audit routines used by the Retained Operation.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreementcontained herein, the propertyStation Assets shall not include the following assets along with all rights, assets, rights title and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser interest therein (the “"Excluded Property”Assets"): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, asset or money market accounts and all such similar accounts or investments; (b) any fixtures, Personal Property, equipment all accounts receivable or other property which is owned by (A) notes receivable arising in the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers operation of the PropertyStations prior to Closing; (c) any residences provided to employees all tangible and intangible personal property of Seller disposed of or consumed in the Hotel not located within ordinary course of business and consistent with past practices of Seller between the Real Estate date of this Agreement and manager automobiles, all as listed on Schedule 5Closing; (d) all rents, accounts receivables and other sums due with respect to the Property earned Station Contracts that terminate or attributable to the period expire prior to Closing in the Closing Dateordinary course of business of Seller, except which Seller is required to extend pursuant to Section 9.1(g); (e) Seller's name, corporate minute books, charter documents, corporate stock record books and such other books and records as pertain to the hotel management business owned organization, existence or share capitalization of Seller, duplicate copies of the records of the Stations, and operated by all records not relating exclusively to the Manageroperation of the Stations; (f) any land contracts of insurance, and outparcels (and all insurance proceeds or claims made thereunder except to the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”extent such proceeds are paid to Buyer pursuant to Section 17.1; (g) except as provided in Section 10.4, all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets listed thereof, if any, maintained by Seller; (h) all Seller's owned FM towers and FM tower sites, all rights, properties and assets described on Schedule 5 1.2(h), and all rights, properties and assets not specifically described in Section 1.1; (i) all of this AgreementSeller's right, title and interest in and to the call letters KCMG-FM and all intellectual property currently used in the operation of KCMG-FM by Seller; (j) all of Seller's right, title and interest in and to the KKBT tower and/or transmitter site; and (hk) any other propertyall of Seller's right, asset, rights title and interests expressly excluded from interest in the Property elsewhere in this AgreementKKBT intellectual property as described on Schedule 1.2(h).

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere contained in this Agreement, the property, following assets, properties and rights and interests set forth below are expressly excluded from (the Property and will in no way "EXCLUDED ASSETS") shall not be sold, assigned, transferred or conveyed to Purchaser (the “Excluded Property”):hereunder, and such assets, properties and rights shall not be deemed Assets hereunder: (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms assets of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property employee benefit plans of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by all Tax refunds (Aand credits) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period Business for periods on or prior to the Closing Date; (c) all rights of Seller under this Agreement; (d) any employee data which relates to employees of the Business who are not transferred to Purchaser or which Seller is prohibited by law or legal agreement from disclosing or delivering to Purchaser; (e) the hotel management business owned all of Seller's and/or Seller's Affiliates' equity interests in any legal entity (including but not limited to any predecessor and/or subsidiary of Seller or Seller's Affiliates), including without limitation any and operated by the Managerall shares, derivatives and/or derivative obligations of LifeStyle and/or FutureSmart; (f) any land and outparcels (and the improvements thereon) all real property or interests in real property owned or leased by Seller other than the Real Property, as expressly described on Exhibit “A”Transferred Leases; (g) other assets listed on Schedule 5 all contracts, arrangements, licenses and commitments of this AgreementSeller except for the Transferred Contracts (collectively, the "EXCLUDED Contracts"); (h) all of FutureSmart's and/or LifeStyle's right, title and interest in and to any of FutureSmart's and/or LifeStyle's tangible and intangible assets, properties and rights to the extent not used, developed or held for use in the Business; and (hi) any other propertyall claims, assetrights, rights benefits and interests expressly excluded arising under or resulting from the Property elsewhere in this Agreementany Excluded Asset or Retained Liability.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 Buyer expressly understands and agrees that neither it nor any of its Affiliates is purchasing or elsewhere in this Agreementacquiring, the propertyand Operating Sellers are not selling or assigning, assetsany other assets or properties of Operating Sellers or any of their Affiliates that are not MEMCOR® Product Line Assets, rights and interests set forth below are expressly all such other assets and properties shall be excluded from the Property and will in no way be transferred to Purchaser MEMCOR® Product Line Assets (the “Excluded PropertyAssets”):). Without limiting the foregoing or anything else herein or in the other Transaction Agreements to the contrary, Buyer expressly acknowledges that the MEMCOR® Product Line is only one of many product lines of Operating Sellers and their Affiliates (excluding AU Subsidiaries), directly and through divisions, units, groups, partnerships, joint ventures, subsidiaries, by contract and through other entities and arrangements that are not included in the Contemplated Transactions (all such other product lines and businesses, collectively, the “Other Seller Businesses”), and none of the assets or properties of the Other Seller Businesses are included in the purchase and sale transactions hereunder. Without limiting the foregoing or anything in the other Transaction Agreements to the contrary, “Excluded Assets” include the following assets and properties of Operating Sellers and their Affiliates: (a) except for deposits the Other Seller Businesses and any cash on hand other assets of Operating Sellers that are not exclusively or primarily used in house banks for which Seller receives a credit pursuant to the terms of this AgreementMEMCOR® Product Line, and all cash on hand or on deposit in any house bankrights, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole assets and exclusive property of Sellerproperties applicable thereto; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers Overhead and Support Services of the PropertyOperating Sellers (including, for clarity, the assets of the Operating Sellers that provide the Overhead and Support Services, such as Sellers’ ERP systems); (c) any residences provided to employees all Cash of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Operating Sellers; (d) all rentsContracts that are not Assigned Contracts (collectively, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date“Excluded Contracts”); (e) all Intellectual Property, other than the hotel management business owned Intellectual Property that is conveyed or licensed to Buyer pursuant to the Intellectual Property Agreement, including the names “Evoqua”, the names of the Other Seller Businesses and operated their product lines and products, any other names or marks that are not expressly transferred to Buyer pursuant to the Intellectual Property Agreement, and all variants of any of them, and all rights in any tradename, slogan, trademark, fictitious name, service ▇▇▇▇ or like property, used by or in the Managerother products, services, in such businesses and divisions, and all applications therefor or registrations thereof (collectively, the “Retained Names”); (f) any land the corporate seals, Organizational Documents, minute books, stock books, and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Tax Returns of Operating Sellers; (g) any customer lists, customer purchasing histories, price lists, distribution lists, strategic plans and any other assets listed on Schedule 5 of this Agreement; andbooks and records which Operating Sellers are prohibited from disclosing or transferring to Buyer under applicable Law or are required by applicable Law to retain; (h) any other propertyall insurance policies of Operating Sellers and all rights to applicable claims and proceeds thereunder, asset, rights and interests expressly excluded from including the Property elsewhere in this Agreement.policies identified on Section 3.18

Excluded Assets. Notwithstanding anything to The Assets shall not include the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser following assets (the “"Excluded Property”Assets"): (a) except for deposits the Sellers' books and any records that pertain to the organization, existence or capitalization of the Sellers and duplicate copies of such records included in the Assets as are necessary to enable the Sellers to file tax returns and reports, to collect their accounts receivable, and to discharge their liabilities; (b) all cash, cash equivalents or similar type investments of the Sellers, such as certificates of deposit, commercial paper, Treasury bills and notes, and all other marketable securities on hand and/or in banks; (c) all accounts receivable relating to or in house banks for which Seller receives a credit pursuant arising out of the operations of the Stations prior to the terms of this Agreement, all cash on hand or on deposit in Effective Time (the "Accounts Receivable"); (d) any house bank, operating account or other account maintained assets not used in connection with the ownership Stations; (e) any and all claims of the PropertySellers with respect to transactions or events occurring or otherwise arising prior to the Closing Date (including, without limitation, claims for tax refunds) other than claims arising under the Pending Purchase Agreements; (f) any and all policies of insurance, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerall rights thereunder; (bg) all rights of any fixtures, Personal Property, equipment or other property which is owned by of the Sellers to enforce (Ai) the lessor obligations of Buyer to pay, perform or discharge the Assumed Liabilities and (ii) all other obligations of Buyer under or in connection with, as well as all other rights of any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySellers under or in connection with, this Agreement; (ch) any residences provided to employees and all claims or causes of action against third parties which may have accrued in favor of any of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period Sellers prior to the Closing Date, other than any claim or cause of action arising under the Pending Purchase Agreements; (ei) any assets of any Employee Plan (as defined in Section 7.8) of any of the hotel management business owned and operated Sellers in effect as of the Closing Date (other than any assets specifically assumed by the ManagerBuyer pursuant to Section 10.4(f) hereof); (fj) all partner interests and member interests, and all other equity interests and securities, of or in any land and outparcels (and of the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Sellers; (gk) other assets listed on Schedule 5 any Consent-Denied Contract (as defined in Section 4.4), any Employee Plan (except to the extent stated in clause (i) of this AgreementSection 1.3) and all of the agreements referred to in Schedule 1.3 (the "Excluded Contracts"); and (hl) any other property, asset, the rights to the name "Broadcasting Partners" and interests expressly excluded from derivations of that name and the Property elsewhere in this Agreementrights to the names of each of the entities listed on Schedule 1.3 and derivations of those names.

Excluded Assets. Notwithstanding anything to the contrary contained in this Section 1 or elsewhere in this Agreement2.1 hereof, the propertyparties to this Agreement expressly understand and agree that the Companies are not hereunder selling, assigning, transferring or conveying to Purchaser the following assets, rights and interests set forth below are expressly excluded from properties of the Property and will in no way be transferred to Purchaser Companies (collectively, the “"Excluded Property”Assets"): (a) except for deposits any and any cash on hand or in house banks for which Seller receives a credit pursuant all retail stores of the Company and its Affiliates, other than the Purchased Stores (the "Excluded Stores"); (b) all right, title and interest of the Company and its Affiliates, in, to and under all of the assets, properties, rights, contracts, claims, operations and business of the Company related to the terms of this AgreementExcluded Stores, including without limitation, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Propertytypes of assets referred to in Sections 2.1(a), (b), (c), (d), (e), (f), (g), (h), (j), (k) and (l) above with respect to the Excluded Stores; (c) all right, title and interest of the Company and its Affiliates, in, to and under its headquarters, warehouses and other centralized management and overhead items, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole central computer system and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined)centralized, or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel Company-wide assets, not specifically located within the Real Estate and manager automobiles, all as listed on Schedule 5in a Purchased Store; (d) any and all rentsrefunds, accounts receivables abatements and other sums due with respect credits of any Taxes, whether federal, state or local, whether pursuant to the Property earned Lease Agreements or attributable to the period prior to the Closing Dateotherwise; (e) any and all certificates of limited partnership, partnership agreements, evidence of limited partnership interests, minute books, stock books and books of account and other documents relating to the hotel management business owned organization, maintenance and operated by existence of the ManagerCompanies and the General Partners; (f) any land and outparcels (and the improvements thereon) all claims or rights against third parties other than those that arise after the Real Property, as expressly described on Exhibit “A”;Closing with respect to Purchased Assets; and (g) any and all accounts receivable and notes receivable (whether short-term or long-term) and all deposits with third parties arising out of the conduct of the Purchased Business prior to the Closing or of the Companies before or, other assets listed on Schedule 5 of this Agreement; and (h) than with respect to Purchased Assets, after the Closing, together with any other property, asset, rights and interests expressly excluded unpaid interest accrued thereon from the Property elsewhere in this Agreementrespective obligors and any security or collateral therefor, including recoverable deposits.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from Purchased Assets shall not include any of the Property and will in no way be transferred to Purchaser following (the “"Excluded Property”Assets"): (ai) except for deposits the Sellers' rights under this Agreement and any cash on hand or in house banks for the Related Documents to which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthey are parties; (bii) the minute books, stockholder and transfer records and Tax Returns (except for the Buyer's rights of access set forth herein) of the Sellers and their Retained Subsidiaries; (iii) the prepaid and other receivable accounts listed in Schedule 2.1(b)(iii), the Sanrise StorageTone sale-type lease and the StorageTone equipment securing such lease; (iv) all right, title and interest owned or leased by any fixtures, Personal Property, equipment or other property which is owned by of the Sellers in and to the tangible assets (A) located or used primarily in, or otherwise primarily related to, any jurisdiction outside of the lessor under any Equipment Leases, United States or (B) located on or in real property (other than the supplier or vendor under any Acquired Sites and the other Service Contracts, real property listed on Schedule 2.1(a)(i)) to the extent (Cx) the tenant under any Lease, attached to such real property (Dother than being plugged into an electrical outlet(s) any employees, (Eand/or rack mounted) the Manager (as hereinafter defined), or (Fy) any guests such assets are office equipment (other than computer, network or customers of the Propertystorage equipment) or power or HVAC equipment; (cv) any residences provided to employees all Contracts of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Sellers other than Assigned Contracts; (dvi) all rents, accounts receivables cash and other sums due with respect to the Property earned or attributable to the period prior to the Closing Datecash equivalents; (evii) the hotel management business owned and operated by the Managerassets of all employee benefit plans; (fviii) any land and outparcels (and stock or other equity interests or any debt securities or promissory notes or other Securities convertible into or exchanged for the improvements thereon) foregoing owned by the Sellers in, or issued by, any company or joint venture other than the Real Property, as expressly described on Exhibit “A”SPEs; (gix) any claims for Tax refunds and other Tax assets listed on Schedule 5 of this Agreementany Seller; and (hx) all claims by the Sellers under Sections 544, 545, 547 and 548 of the Bankruptcy Code other than any other propertyclaims under such sections of the Bankruptcy Code that may exist against Parent, asset, rights and interests expressly excluded from the Property elsewhere in this AgreementBuyer or any of its Affiliates.

Excluded Assets. Notwithstanding anything to the contrary in foregoing provisions of this Section 1 or elsewhere in this Agreement1, the propertyfollowing assets shall not constitute Properties and shall not be sold, assetsassigned or conveyed to Buyer pursuant to Section 1 (such assets as described herein below, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to all Excluded Assets under the terms of this Membership Purchase Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertyexisting gathering system and facilities; (c) any residences provided to employees of all Permits that are not assignable in connection with the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5transactions contemplated by this Agreement; (d) all rentscrude oil, accounts receivables natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other sums due with respect hydrocarbons and other minerals or materials of every kind and description produced from the Wellbores and disposed of, or in storage tanks or in pipelines past a measuring point, prior to the Property earned Effective Time (the “Seller’s Substances”), and all proceeds attributable thereto; (e) all rights and causes of action, arising, occurring or existing in favor of Seller and attributable to the period prior to the Closing Date; Effective Time or arising out of the operation of or production from the Wellbores prior to the Effective Time (e) including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to the hotel management business owned and operated by period prior to the ManagerEffective Time); (f) all fee interests, overriding royalty interests and royalty interests, and all Executive Rights related to the Wellbores to the extent they do not reduce the working and net revenue interest below that set forth in the Membership Purchase Agreement, and any land and outparcels (all right to protest any down-spacing ▇▇▇▇▇, increased density ▇▇▇▇▇, or exception location ▇▇▇▇▇ Seller, or its successors and the improvements thereon) other than the Real Propertyassigns, may choose to drill except as expressly described on Exhibit “A”prohibited in 1.1 above; (g) all rights under the contracts identified in Section 1.6 to the extent relating to any properties not part of the Properties described in Sections 1.1 through 1.5, and Section 1.7, and specifically to the extent any such contracts relate to any additional ▇▇▇▇▇ or drilling activities outside of the Wellbores not prohibited by 1.1 above; (h) all corporate, financial, tax and legal records of Seller; provided, however, Buyer will be entitled to copies of any such records and rights to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, subject to such confidentiality requirements as Seller may reasonably require; (i) all contracts of insurance or indemnity; (j) any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Time; (k) any other assets listed on Schedule 5 right or interest in and to the Properties to the extent attributable to the period prior to the Effective Time, and any right or interest in the properties described in Sections 1.1 through 1.7 to the extent not applicable to the Wellbores; (l) all deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of this Agreementtime prior to the Effective Time; (m) all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller, other than the Data; (n) any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller; and (ho) any motor vehicles and other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreementrolling stock.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in house banks process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (x) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bxi) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxiii) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Fountain Equipment; (dxiv) any and all rentsrights under any bottling, accounts receivables manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other sums due with respect to the Property earned intangible rights or attributable to the period prior to the Closing Dateassets associated therewith; (exv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, including the Managermake-ready center assets located at the Louisville Facility, that are specifically listed in Section 2.01(b)(xv) of the Disclosure Schedule; (fxvi) any land other assets, properties, rights, contracts and outparcels (and claims of the improvements thereon) other than Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Real Property, as expressly described on Exhibit “A”Business; (gxvii) other assets listed on Schedule 5 of this Agreementany Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets; and (hxx) the CBA Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Comprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything Sellers shall retain, and Buyer shall not purchase, any of Sellers' right, title or interest in or to the contrary any assets or properties of Sellers that are not expressly enumerated in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred 2.1 (subject to Purchaser (the “Excluded Property”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the PropertySection 2.1(s)), including, without limitation, any reserves maintained by Seller of Sellers' right, title or by Seller’s lender(s) interest in or supplier(s) to any of the following (collectively, the "EXCLUDED ASSETS"), all of which shall remain the sole and exclusive property of SellerSellers free and clear of any Claim of Buyer: (a) All cash (whether in bank accounts or otherwise) and cash equivalents or similar type investments, uncollected checks, certificates of deposit, Treasury bills and other marketable securities, except for cash described in Section 2.1(g); (b) Loans owed to any fixtures, Personal Property, equipment Seller by any Employee (other than any Continued Employee) or other property which is owned by (A) the lessor under director of any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySeller; (c) any residences provided All assets of WGS and the business known as "Work 'N Gear" sold pursuant to employees that certain Asset Purchase Agreement, dated as of the Hotel not located within the Real Estate March 11, 2002, by and manager automobilesbetween WGS and ▇▇▇▇▇ Point, all as listed LLC, except those assets set forth on Schedule 5SCHEDULE 2.1(r); (d) all rentsAny Contracts other than the Assumed Contracts, accounts receivables the Equipment Leases or the Real Property Leases; (e) All rights, demands, claims, actions and other sums due causes of action (collectively, the "CLAIMS") that any Seller or any of their Affiliates may have against any third party, including any Governmental Entity, for causes of action based on Chapter 5 of the Bankruptcy Code (collectively, the "AVOIDANCE ACTIONS"); (f) All Claims that any Seller or any of their Affiliates may have against any third party (including Governmental Entities) for refund or credit of any type with respect to the Property earned Taxes accrued with respect to periods ending on or attributable to the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 All Claims which any Seller or any of this Agreement; andtheir Affiliates may have against any third Person with respect to any Excluded Assets or otherwise arising prior to the Closing Date; (h) All Claims (other than warranty Claims covering Equipment included in Section 2.1(c) or covering Inventory included in Section 2.1(f)) which any other propertySeller or any of their Affiliates may have against any Person with respect to any Asset; (i) All insurance policies, asset, insurance claims and proceeds set forth in SCHEDULE 2.2(i); (j) All rights of any Seller under this Agreement and interests expressly excluded from the Property elsewhere in agreements and instruments delivered to Sellers by Buyer pursuant to this Agreement; (k) Any amounts due to any Seller from retail customers of any Seller for products sold to retail customers prior to the Closing Date (whether such amounts are due directly from retail purchasers of products, from credit card processors, or from a licensor that has collected such amounts for subsequent disbursement to Sellers pursuant to an Assumed Contract, or otherwise), except any amounts due to any Seller with respect to Inventory on layaway; (l) Accounts receivable owned by any Seller as of the Closing Date (other than as set forth in Section 2.1(t)), including any receivable arising out of the conduct of the Business prior to the Closing Date; (m) All capital stock of, and all membership interests in, any Seller; (n) All rights with respect to bank accounts other than Store bank accounts listed on SCHEDULE 2.1(o); and -11- (o) All board minutes and other documents not relating to the operation of the Business on an on-going basis as historically operated prior to the Closing.

Excluded Assets. Notwithstanding anything to the contrary contained herein, nothing in this Section 1 Agreement will constitute or elsewhere be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following, all of the following being specifically excluded from the sale of assets contemplated by this AgreementAgreement (collectively, the property"Excluded Assets"): (a) the assets (including contracts) listed or described on Schedule 2.2(a); (b) the Marks, the Licensed Patents, the SAP Software and any other Software used at the Transferred Real Property not relating primarily to the Business (except for transition rights as provided in the Sellers Transition Services Agreement); (c) except as provided in Section 8.3, the assets of the Pension Plans and Welfare Plans maintained by the Asset Sellers; (d) any properties, assets, rights and interests set forth below are expressly excluded from business, operation, subsidiary or division of Sellers or any Affiliate of Sellers, whether tangible or intangible, real, personal or mixed, which is not related primarily to the Property and will in no way be transferred to Purchaser Business; (the “Excluded Property”): (ae) except for any cash, cash equivalents, bank deposits and marketable securities of Sellers and all accounting or general ledger records of Sellers; (f) any cash on hand communications between Sellers and their counsel, including attorney-client privileged or in house banks work product material, to the extent relating to Excluded Liabilities; (g) any abatement or refund of any Tax for which Seller receives a credit Sellers are liable pursuant to Section 8.2; (h) any rights, claims or causes of action against any third parties relating to the terms Excluded Assets or the Excluded Liabilities; (i) all contracts of this Agreementinsurance and all rights thereunder; (j) all corporate records of Asset Sellers, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with including corporate minute books and stock transfer books and corporate seals; (k) without limiting the ownership generality of the Property, including, without limitationclause (h), any reserves maintained by Seller rights the Sellers may have, or by Seller’s lender(samounts the Sellers may be entitled to, against the ANC Defendants relating to the Licensed Patents; (l) or supplier(s) shall remain the sole and exclusive property of Seller; Chicago Personal Property; (bm) any fixtures, Personal Property, equipment or intercompany receivables and any other property which is owned by (A) the lessor rights under any Equipment Leases, intercompany agreements between Sellers and their Affiliates; (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (dn) all rents, accounts receivables and other sums due with respect to receivable generated by the Property earned or attributable to the period Business prior to the Closing Date; ; (eo) any Trade Secrets or Patent Rights relating to shirring and any equipment used in shirring; (p) the hotel management business owned parcel of real property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, together with the improvements, buildings, structures and operated by the Manager; fixtures (f) any land and outparcels (and the improvements thereon) other than fixtures included in the Real PropertyCanadian Equipment) that are located thereon; and (q) the capital stock of Viskase (UK) Limited, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 a company organized under the laws of this Agreement; and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this AgreementUnited Kingdom.

Excluded Assets. Notwithstanding anything It is expressly understood and agreed that the Acquired Assets shall not include Seller's right, title and interest in and to the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):following: (ai) except for deposits All Product inventory of raw material and any cash on hand or work in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerprocess; (bii) any fixtures, Personal Property, equipment Those certain purchase orders booked by Seller on or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing DateDate which are deliverable to customers on a commercially reasonable basis on or prior to September 30, 2001, all of which are set forth on Schedule 1.1(b)(ii) (the "Seller Retained Purchase Orders") and all Product inventory of finished goods and semi-finished goods (requiring final testing) relating to the Products on hand at the Raleigh Facilities, in transit or in the distribution system of Seller on the Closing Date required to satisfy the Seller Retained Purchase Orders (it being understood by the Parties that the Seller Retained Purchase Orders shall exclude the Q&CW Purchase Orders); (eiii) All Product inventory of finished goods and semi-finished goods (requiring final testing) specific to the hotel management business owned and operated by the ManagerAccessNode Express product line; (fiv) any land All other products of Seller, including the Universal Edge 9000i access shelf and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Universal Edge 9000 DMS access shelf product lines; (gA) other assets The contractual rights in those certain Contracts listed on Schedule 5 1.1(b)(v) related to Seller's business that are not specific to the manufacture or sale of this Agreementthe Products and (B) all other assets relating to the manufacture, sale or support of the Products other than those specifically identified in Section 1.1(a) above, including without limitation the accounts receivable and other receivables of Seller (whether or not billed) relating to the Products; and (hvi) any other propertyThe employee data, assetincluding records, rights and interests expressly excluded from pertaining to Transferred Employees, except for the Property elsewhere in this AgreementEmployee Information.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreementherein, the propertyPurchased Assets shall not include Sellers’ (or their Affiliates’) right, title and interest in, to and under all of the assets, properties, claims and rights primarily used or held for use by the Sellers (or their Affiliates) in the Excluded Businesses, of every kind, nature, character and interests description, tangible and intangible, real, personal or mixed, wherever located and in all applicable worldwide jurisdictions, whether or not reflected on the books and records of Sellers, including but not limited to all of the assets, properties, claims and rights of the types set forth below are below, but in each case only to the extent not expressly excluded from the Property and will in no way be transferred Purchased Assets pursuant to Purchaser Section 2.01(a) (the “Excluded PropertyAssets”):), which shall be excluded from the Purchased Assets and retained by Sellers and their Affiliates: (ai) all Cash of Sellers and their Affiliates (other than Cash collected by a Seller after the Closing Date due to the collection of Purchased Accounts Receivable or other current assets validly transferred to Buyer pursuant to this Agreement); (ii) all Contracts to which any Sellers are a Party that are not Assigned Contracts; (iii) copies of all original books and records that Sellers or any of their Affiliates are required to retain pursuant to any Applicable Law, or that contain information relating to any business or activity of Sellers or any of their Affiliates not forming a part of the Business, or any employee of Sellers or any of their Affiliates who is not a Transferred Employee, including, for the avoidance of doubt, the electronic or record management files and systems used by Sellers to maintain such books and records, except, in each case, for those items described in Section 2.01(a)(xiv); (iv) all rights to Tax refunds, credits and similar benefits (arising from or attributable to Pre-Closing Periods) and all prepaid Taxes arising from or with respect to the Purchased Assets prior to or on the Closing Date or arising from or with respect to the operations of the Business for any Pre-Closing Period; (v) all Tax Returns of Sellers or any of their Affiliates; (vi) all rights, title and interests of Sellers and their Affiliates in all real property, except for the rights, title and interests of any of the Sellers in, to and under any of the Real Property Leases, including any security deposits or other deposits delivered in connection with any of the Real Property Leases; (vii) all rights and claims of Sellers and their Affiliates under any cash on hand of the Transaction Documents and the agreements and instruments delivered to Sellers and their Affiliates by Buyer pursuant to any of the Transaction Documents; (viii) all capital stock or any other securities of Sellers and their Affiliates or any other Person; (ix) all Intellectual Property (other than the Business Intellectual Property and Transferred Proprietary Information), including all Commercial Software, and all rights to ▇▇▇ at law or in house banks equity for which Seller receives a credit pursuant any past, present or future Infringement thereof, including the right to receive all proceeds, royalties and damages therefrom, all rights of priority, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; (x) the assets relating to Employee Plans, except to the terms of this Agreementextent otherwise provided in Section 2.01(b)(x); (xi) the Excluded Businesses and all assets and properties owned, all cash on hand licensed or on deposit in any house bank, operating account or other account maintained otherwise used in connection with the ownership of Excluded Businesses, in each case only to the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerextent not expressly included as a Purchased Asset pursuant to Section 2.01(a); (bxii) any fixturesSellers’ and their Affiliates’ rights, Personal Propertytitle and interests in, equipment or other property which is owned by to and under (A) the lessor under Shared Contracts, other than, subject to Section 2.05(g)(i), the Buyer Portion, and (B) any Equipment LeasesContracts between any Seller, on the one hand, and any other Seller or Seller Related Party, on the other hand; (xiii) (A) all records and reports prepared or received by Sellers or any of their Affiliates in connection with the sale of the Business or the transactions contemplated hereby, including all analyses relating to the Business or Buyer so prepared or received, (B) all confidentiality agreements with prospective purchasers of the supplier Business or vendor under any other Service Contracts, portion thereof and (C) all privileged communications and all privileged materials, documents and records (other than all or portions of such communications and privileged materials, documents and records relating primarily to the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter definedBusiness), or (F) any guests or customers of the Property; (cxiv) all insurance policies of Sellers and all rights of any residences provided nature with respect thereto and all rights to employees of the Hotel not located within the Real Estate applicable claims and manager automobiles, all as listed on Schedule 5proceeds thereunder; (dxv) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Datenontransferable Permits; (exvi) the hotel management business owned and operated by the ManagerCredit Facility; (fxvii) the Seller Names and Seller Marks, together with any land and outparcels (and Contracts to the improvements thereon) other than extent granting rights to use the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreementsame; and (hxviii) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreementall Seller Proprietary Information.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere contained in this Agreement, the propertySeller shall retain all of its right, assetstitle and interest in and to, rights and shall not sell, transfer, assign, convey or deliver to Purchaser, its right, title and interest in and to, any assets and interests set forth below are of Seller not expressly excluded from included in the Property and will in no way be transferred to Purchaser Purchased Assets (the “Excluded PropertyAssets”): ). For avoidance of doubt, the Excluded Assets include all of Seller’s right, title, and interest in and to that certain VTC 138/34.5 KV, 150/200/250MVA liquid power transformer and such transformer’s one (a1) except for deposits 138kva circuit breaker and three (3) 34.5kva distribution breakers (collectively, the “Excluded Equipment”) which is located on the Property and not part of the Transferred Personal Property and (ii) any cash on hand and all Intellectual Property owned, purported to be owned, or controlled by Seller or any of its Affiliates used in house banks for which Seller receives a credit pursuant to the terms of this AgreementSeller’s business, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of Transferred Personal Property, the Property, includingor any Improvements or Purchased Assets located at or on the Property (or the operation of any of the foregoing), without limitationincluding all plans, drawings, specifications, specialized configurations, designs, software, and technology relating to any reserves maintained by Seller of the foregoing (collectively the “Excluded Intellectual Property”). As used in this Agreement, “Intellectual Property” means all proprietary or by Seller’s lender(sintellectual property rights in any jurisdiction throughout the world including the following: (a) or supplier(s) shall remain the sole all patents, patent applications and exclusive property of Seller; patent invention disclosures together with all reissuances, continuations, continuations-in-part, divisionals, revisions, extensions and re-examinations thereof; (b) any fixturessoftware, Personal Propertydatabases, equipment and compilations, all works of authorship, other copyrightable works, all registered and unregistered copyrights in both published and unpublished works, moral rights of authors, and all other rights of authorship recognized by statute or other property which is owned by (A) the lessor under any Equipment Leasesotherwise and all applications, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; registrations and renewals in connection therewith; (c) any residences provided all trade secrets, confidential or proprietary business information, inventions (whether or not patentable or reduced to employees of the Hotel not located within the Real Estate practice), source code, know-how, methods, processes, specifications, product designs, and manager automobiles, all as listed on Schedule 5; blue prints; (d) all rentsancillary rights related to the foregoing, accounts receivables including any and other sums due all claims and causes of action with respect to any of the Property earned foregoing, all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or attributable default, with the right but not the obligation to the period prior sue for such legal and equitable relief and to the Closing Date; collect, or otherwise recover, any such damages; and (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) all other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other intellectual property, assetproprietary, moral, or industrial property rights and interests expressly excluded from of any kind or nature, together with all tangible embodiments of any of the Property elsewhere in this Agreementforegoing.

Excluded Assets. Notwithstanding anything to the contrary set forth in this Section 1 2.01, Seller shall not sell, transfer, assign or elsewhere in this Agreementdeliver (or cause to be sold, transferred, assigned or delivered) to Buyer, and Buyer shall not purchase and acquire from Seller, any of the following assets and properties, which shall remain the exclusive property of Seller (collectively, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “"Excluded Property”Assets"): (a) except for deposits Seller's cash and any cash equivalents on hand or and in house banks for which Seller receives a credit pursuant to the terms banks, certificates of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellermarketable securities; (b) any fixturesSeller's real property, Personal Propertyand interests in real property, equipment located in Watertown, Massachusetts (including the premises at 65 Grove Street and 58 Irving Street) or other property which is owned by (A) the lessor under any Equipment Leasesin Ludlow, (B) the supplier or vendor under any other Service ContractsMassachusetts, (C) the tenant under any Leasetog▇▇▇▇▇ ▇▇▇▇ ▇▇▇ build▇▇▇▇, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property▇▇▇▇▇▇▇▇ ▇nd improvements erected thereon; (c) any residences provided to employees of Seller's interests in the Hotel not located within the Real Estate and manager automobiles, all as listed entities identified on Schedule 5Index 2.02(c); (d) all rentsIntellectual Property (including the Seller Tradenames), accounts receivables including all interests therein and goodwill associated therewith, other sums due with respect to the Property earned or attributable to the period prior to the Closing Datethan as identified in Section 2.01(a), (n), (o) and (p); (e) the hotel management business owned and operated by the Managerall rights of Seller under any loan agreement or letter of credit; (f) any land all rights of Seller to Tax refunds (except to the extent, if any, that the Tax in respect of which the refund applies shall have been included within prepaid expenses on the Final Net Closing Asset Statement or the accrued Liabilities set forth on the Final Closing Net Asset Statement shall have been reduced by the amount of the refund), and outparcels proceeds of insurance policies (subject to the provisions of Section 5.15(a) and (b) of the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Master Agreement); (g) all rights of Seller and its Affiliates under (i) this Agreement, the Master Agreement and other Operative Documents, (ii) all Contracts to which Seller is a party that pertain in any part to the businesses of Seller and its Affiliates other than the U.S. Business ("Other Businesses") and that are not identified as Assumed Contracts on Index 2.01(f), (iii) any Contract pertaining exclusively to an Excluded Asset or an Excluded Liability (including all insurance policies and Contracts), and (iv) any Contract which pertains exclusively to the U.S. Business that was made or entered into in breach or violation of the Master Agreement, unless Buyer expressly elects by written notice delivered to Seller prior to the Closing to include such Contract as an Assumed Contract (collectively, the "Excluded Contracts"); (h) all assets or properties that are located at Seller's corporate headquarters or other business locations of Seller (including Seller's facilities located in Watertown, Massachusetts [including the premises at 65 Grove Street and 58 Irving Street] and Ludlow, Massachusetts), othe▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ness ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇▇▇ely in the Other Businesses, or (ii) used in common in the U.S. Business and the Other Businesses and are not listed on Schedule 5 an Index to Section 2.01; (i) the corporate seals, incorporation documents, by-laws, Tax Returns and other Tax records, minute books and stock record books of this AgreementSeller, and such other records of Seller that relate exclusively to the organization or capitalization of Seller; and (hj) any other propertyassets or properties sold or otherwise disposed of in the ordinary course of the operation of the U.S. Business, assetbut not in violation of any provisions of this Agreement or the Master Agreement, rights and interests expressly excluded during the period from the Property elsewhere in this Agreementdate hereof through the Closing.

Excluded Assets. Notwithstanding anything contained in Section 2.2 to the contrary in this Section 1 or elsewhere in this Agreementcontrary, other than the Purchased Assets and the Interests, the propertySellers are not selling, assetsassigning, rights transferring, conveying and interests set forth below are expressly excluded from delivering, and the Property Buyer is not purchasing and will in no way be transferred to Purchaser shall not receive, any assets of the Sellers (collectively, the “Excluded PropertyAssets”):), including: (a) all of the Asset Sellers’ cash and cash equivalents, except for deposits and any cash on hand or held in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of SellerCanadian Bank Account; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers all of the PropertyAsset Sellers’ bank accounts, except for the bank account of the Canadian Seller listed on Schedule 4.23; (c) any residences except as provided in Section 2.2(j), all accounting records (including records relating to employees Taxes) and internal reports relating to the business activities of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Asset Sellers; (d) all rentsany interest in or right to any refund, accounts receivables and other sums due with respect credit, or rebate of Taxes relating to the Property earned Business, the Purchased Assets or attributable to the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (e) any insurance policies of the hotel management business owned Asset Sellers and operated by the Managerrights, claims or causes of action thereunder (other than as set forth in Section 6.11); (f) any land assets, properties and outparcels (rights used for the purpose of providing Overhead and the improvements thereon) Shared Services and, other than the Real Property, as expressly described on Exhibit “A”provided in the Transition Services Agreement, any rights of the Business to receive from the Sellers or any of their Affiliates any Overhead and Shared Services; (g) except for Transferred IP, all Intellectual Property of the Asset Sellers (including any of the Seller Marks of the Non-US Sellers); (h) all right, title and interest in and to all property and assets, real, personal, mixed, tangible and intangible, of every kind and description, whether or not reflected on the books and records of the Asset Sellers and wherever located, not primarily used or held for use in connection with the operation or conduct of the Business by the Asset Sellers, including all right, title and interest in and to all property and assets, real, personal, mixed, tangible and intangible, of every kind and description, whether or not reflected on the books and record of the Asset Sellers and wherever located, used or held for use in connection with the operation or conduct of any business of the Asset Sellers as of the Closing Date other than the Business and not primarily used or held for use in connection with the operation and conduct of the Business; (i) except as required by applicable Law, all of the assets listed on Schedule 5 of, and all of the assets relating to, and all rights under any employee benefit plan or welfare plan or any related Contract between any Person and an Asset Seller or any of its Affiliates (including without limitation the Seller Benefit Plans) other than a Transferred Benefit Plan; (j) (i) all attorney-client privilege and attorney work-product protection (A) of the Asset Sellers to the extent not related to the Business or (B) associated with the Business as a result of legal counsel representing Asset Sellers or the Business in connection with the Transactions, (ii) all documents subject to any attorney-client privilege and work-product protection described in the foregoing subsection (i), and (iii) all documents maintained by, and interests of, the Asset Sellers or their respective representatives in connection with or arising under this AgreementAgreement or the Transactions; (k) all rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability; (l) other than the Interests, any equity or equity-like interests of any Person; (m) any real property, other than Owned Real Property owned by the Company; (n) all rights of the Asset Sellers under this Agreement and the Ancillary Agreements; (i) all records and reports prepared or received by the Sellers or any of their respective Subsidiaries in connection with the sale of the Business or the Transactions, including all analyses relating to the Business or the Buyer so prepared or received, (ii) all bids and expressions of interest received from third parties with respect thereto; (p) all of the Asset Sellers’ assets primarily relating to the Excluded Business; and (hq) any other propertythe assets, asset, interests and rights and interests expressly excluded from the Property elsewhere in this Agreementset forth on Schedule 2.3.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the terms “Transferred Assets”, “Initial Closing Transferred Assets” and “Final Closing Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the applicable Closing Date), and any loans and advances by the Sellers; (iii) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (iv) except as set forth in house banks Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the applicable Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (v) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 2.01(a)(x), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the applicable Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (ix) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bx) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxii) any residences provided to employees and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the Hotel not located within the Real Estate goodwill and manager automobiles, all as listed on Schedule 5other intangible rights or assets associated therewith; (dxiii) all rentsany other assets, accounts receivables properties, rights, contracts and other sums due with respect to claims of the Property earned Sellers or attributable to their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the period prior to the Closing DateDisclosure Schedule; (exiv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the ManagerBusiness; (fxv) any land Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Release under Section 5.16; (gxvi) other assets listed on Schedule 5 any Excluded Contract; (xvii) all Retained Assets as of this Agreementthe applicable Closing; and (hxviii) the Manufacturing Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this AgreementInitial RMA.

Excluded Assets. Notwithstanding anything to Buyer expressly understands and agrees that the contrary in this Section 1 or elsewhere in this Agreement, following assets and properties of Seller (the property, assets, rights and interests set forth below are expressly "Excluded Assets") shall be excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):Purchased Assets: (a) except for deposits the Purchase Price and any cash on hand or in house banks for which other rights of Seller receives a credit pursuant to the terms of under this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySeller's corporate minute book and stock records; (c) any residences provided to employees the lesser of $300,000 or the Hotel not located within the Real Estate actual amount of Seller’s cash and manager automobiles, all as listed cash equivalents on Schedule 5hand and in banks; (d) all rentsthe oldest of Seller’s accounts, accounts receivables notes and other sums due receivables (or collections with respect to such receivables) as of the Property earned Closing Date, up to an amount that is equal to $300,000 less the amount of cash and cash equivalents excluded pursuant to section 2.02(c); and, in addition, all receivables from those customers that are designated as Excluded Assets; (e) all insurance policies and all proceeds thereof, other than proceeds that relate to any claims for damage to or attributable to destruction of the period prior to Purchased Assets from the date of this Agreement until the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) Seller’s ownership interest in Invoice IQ, LLC and all software technology developed by Invoice IQ or its co-founder, E▇▇▇ Pitches, that relates to the Invoice IQ business; provided, however, that to the extent any land of such software technology relates to or is Used in the Business, Buyer shall be granted a non-exclusive, fully-paid license to use, modify, enhance, copy, license and outparcels sublicense such software (including but not limited to Invoice IQ) in both source code and the improvements thereon) other than the Real Propertyobject code form, as expressly described on Exhibit “A”;terms acceptable to Buyer, in its reasonable discretion. (g) any Real Property or leases for Real Property other than the Office Lease; (h) Seller’s lease of its office space in at 4▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, together with all contents therein, other than such contents as are used in connection with that portion of the Business that is not conducted principally at that location); (i) the agreement between Seller and Blue Mile Networks pursuant to which Seller provides CDR analysis services to Blue Mile Networks; (j) the agreement between Seller and Telwares, Inc pursuant to which Seller provides subcontractor services to Level3; (k) the subcontractor agreement between Seller and Third Law Consulting, LLC pursuant to which Seller provides sourcing services to FairPoint Communications; (l) any purchased assets listed sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (m) All fixtures, furniture, equipment, office supplies and software (subject, however, to Section 2.02(f) above) located in Seller’s Virginia office on Schedule 5 the date of this Agreement; and (hn) any other propertySeller’s domain names, assetdomain name registrations, rights web sites and interests expressly excluded from the Property elsewhere in this Agreementcontent therein, as well as the Carrier CDR Audit routines used by the Retained Operation.

Excluded Assets. Notwithstanding anything to Except for the contrary assets specifically enumerated in this Section 1 or elsewhere in this Agreement1.1(a) above, and without limiting the terms and conditions of the Ancillary Agreements, the property, assets, rights and interests set forth below are expressly excluded from the Property and will Seller conveys no right or interest in no way be transferred or to Purchaser (the “Excluded Property”): (a) except for deposits and any cash on hand other asset or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership intellectual property of the PropertySeller hereunder, including, without limitation, any reserves maintained trademark, patent or other intellectual property right of any kind ("EXCLUDED ASSETS"). The Seller does not assign, license or otherwise convey (and shall not be deemed to have assigned, licensed or conveyed) any rights and interest (whether by Seller implication, estoppel, inference or otherwise, or by Seller’s lender(sany conduct of a Party under this Agreement) other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, and notwithstanding anything in Section 1.1(a) above, the following rights and assets shall be considered Excluded Assets hereunder: (i) all (A) agreements with distributors or supplier(scustomers relating to use of the Assigned Products in object code form and (B) shall remain all other agreements set forth on Schedule 1.1(b)(i) hereto under which Seller has granted a license to a third party (other than a customer or distributor) to use or resell an Assigned Product, in each case, other than Assigned Contracts (the sole and exclusive property of Seller"HYSYS CONTRACTS"); (bii) each agreement under which the Seller has agreed to provide Operator Training Services or licensed or distributed any fixturesAssigned Product and that is identified on Schedule 1.1(b)(ii), Personal Propertyincluding, equipment or without limitation, all Multi-Product Agreements as that term is defined in Section 2.7(c) and such other property customer agreements related solely to the OTS Business that Seller enters into after the date hereof and prior to Closing and which is owned by Buyer elects not to assume pursuant to Section 4.3 hereof (A) "RETAINED OTS CONTRACTS", and together with the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service HYSYS Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined"RETAINED CONTRACTS"), or (F) any guests or customers of the Property; (ciii) any residences provided to employees of the Hotel not located within Third Party Licenses as that term is defined in Section 2.7(b) and all software, materials, technology or intellectual property licensed under such Third Party Licenses; (iv) the Real Estate software, tools, and manager automobiles, all as other technology owned by the Seller and listed on Schedule 51.1(b)(iv) (the "SELLER RETAINED DEVELOPMENT TOOLS"); (dv) all rentsexcept for the Assigned Trademarks, accounts receivables any business names, registered and other sums due with respect to unregistered trademarks, service marks, trade names, logos, Internet domain names, and corporate names and applications, registrations and renewals related thereto (or portions thereof), and associated goodwill owned, licensed, used or held for use by the Property earned Seller or attributable to the period prior to the Closing Dateits Affiliates; (evi) the hotel management business owned products listed on Schedule 1.1(b)(vi), and operated by all Intellectual Property Rights embodied in such products (the Manager"EXCLUDED HYPROTECH PROCESS ENGINEERING SIMULATION SOFTWARE"); (fvii) any land and outparcels (and performance bonds of the improvements thereon) other than Seller relating to the Real Property, as expressly described on Exhibit “A”Assigned Contracts; (gviii) any other assets listed on of the Seller's products or software that interface with the Assigned Products, except as expressly set forth in Schedule 5 of this Agreement1.1(a)(i)(A) or Schedule 1.1(a)(i)(B); and (hix) any other propertymaterials related to the pricing or discounting of Hyprotech Process Engineering Simulation Software, assetincluding, rights and interests expressly excluded from the Property elsewhere in this Agreementbut not limited to, pricing or discount lists, plans, policies, practices, forecasts, strategies, or analyses.

Excluded Assets. Notwithstanding anything Except as set forth in Section 1.01(b), the Seller shall not sell, transfer, assign, convey or deliver to the contrary in this Section 1 Buyer (or elsewhere in this Agreementany designated advisory Subsidiary of the Buyer), and the propertyBuyer (nor any designated advisory Subsidiary of the Buyer) will not purchase or accept any rights, assets, rights and interests set forth below are expressly excluded from properties or assets owned by the Property and will in no way be transferred to Purchaser Seller or its Affiliates (collectively the “Excluded PropertyAssets”):), and all such Excluded Assets shall be retained by the Seller and its Affiliates, including any: (ai) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to Intellectual Property other than the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Assigned Intellectual Property; (cii) cash and cash equivalents, securities, receivables and any residences provided to employees of other assets owned by the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Seller or its Affiliates; (diii) all rentspersonal property, accounts receivables real property and other sums due with respect to the Property earned any rights under real or attributable to the period prior to the Closing Datepersonal property leases; (eiv) rights, recoveries, refunds, counterclaims, rights to offset, choses in actions, rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof, other rights and claims (whether known or unknown, matured or unmatured, contingent or accrued) against third parties, in each case relating to the hotel management business owned and operated by the ManagerExcluded Assets or Excluded Liabilities; (fv) rights under any land and outparcels (and the improvements thereon) Contracts other than the Real Property, as expressly described on Exhibit “A”Assigned Contracts; 114399-0014/143865664.11 (vi) Permits; (gvii) rights under this Agreement or the Ancillary Agreements; (viii) any prepaid income or other assets listed on Schedule 5 Taxes of this Agreementthe Seller and any income or other Tax refunds to which the Seller may be or may become entitled; and (hix) any rights to the Seller’s or its Affiliates’ Organizational Documents, minute books, stock books, taxpayer identification numbers, Tax Returns and related work papers, Form ADVs and other propertycorporate records (other than Business Records), assetas well as any attorney-client privileged communications, rights and interests expressly excluded from information or documents belonging to the Property elsewhere in this AgreementSeller or its Affiliates.

Excluded Assets. Notwithstanding anything At the Closing, Mobil shall continue to own all assets, other than the contrary Purchased Assets, presently owned by Mobil and its Affiliates located on or near the Real Property Assets or connected with the Real Property Assets, including the following assets: (i) any and all assets owned by MPLC, including the pipelines and pumping stations owned by MPLC located on the Real Property Assets as shown on the survey to be delivered in this Section 1 or elsewhere in accordance with this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (Aii) the lessor under any Equipment Leasesreal and personal property associated with the adjoining Light Products Terminal ("LPT") at N. Delaware Stre▇▇, (B) the supplier or vendor under any other Service Contracts▇▇▇▇▇▇▇▇▇, (C) the tenant under any ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Retained Area Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (ciii) any residences provided to employees of the Hotel not located within real and personal property associated with the Real Estate and manager automobilesMobil Technical Center at 600 Billingsport ▇▇▇▇, all as listed ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("▇▇▇"), ▇▇▇▇▇▇ing the personal property set forth on Schedule 52.1.6; (div) the real and personal property associated with the Lubricants Blending and Packaging Plant at 1001 Billingspor▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇"), ▇ncluding the personal property set forth on Schedule 2.1.6; (v) accounts receivable; (vi) certain prepaid expenses; (vii) exchange differentials and exchange volumes associated with the operation of the Facilities; (viii) all rentscash and cash equivalents of Mobil; (ix) all bank accounts of Mobil; (x) all intercompany accounts due to or from Mobil or a Mobil Affiliate; (xi) except as assumed by Valero hereunder, accounts receivables all rights, claims and other sums due benefits relating to or arising from any Proceeding, including any Tax Proceeding, pending as of the Closing Date, with respect to the Property earned ownership and operation of the Purchased Assets on or attributable to the period prior to the Closing DateClosing; (exii) all of Mobil's insurance policies, and all its rights under such insurance policies, including insurance policies related to the hotel management business owned ownership and operated by operation of the ManagerPurchased Assets; (fxiii) all rights, claims and benefits of Mobil to the extent relating to any land Excluded Asset or any Retained Liability; (xiv) the books and outparcels records (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Books and Records); (gxv) other assets listed the Intellectual Property of Mobil or of any Third Party; (xvi) the railway cars located on Schedule 5 of this Agreementthe Real Property Assets; (xvii) the equipment and goods not owned by Mobil located on the Real Property Assets; and (hxviii) any other property, asset, rights the MLDW catalyst which is subject to and interests expressly excluded from used under the Property elsewhere in this MLDW Catalyst Lease Agreement.

Excluded Assets. Notwithstanding anything to Buyer expressly understands and agrees that the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights following assets and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser properties of Seller (the “Excluded PropertyAssets”):) shall be excluded from the Purchased Assets: (a) except for deposits the Purchase Price and any cash on hand or in house banks for which other rights of Seller receives a credit pursuant to the terms of under this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySeller’s corporate minute book and stock records; (c) any residences provided to employees the lesser of $300,000 or the Hotel not located within the Real Estate actual amount of Seller’s cash and manager automobiles, all as listed cash equivalents on Schedule 5hand and in banks; (d) all rentsthe oldest of Seller’s accounts, accounts receivables notes and other sums due receivables (or collections with respect to such receivables) as of the Property earned Closing Date, up to an amount that is equal to $300,000 less the amount of cash and cash equivalents excluded pursuant to section 2.02(c); and, in addition, all receivables from those customers that are designated as Excluded Assets; (e) all insurance policies and all proceeds thereof, other than proceeds that relate to any claims for damage to or attributable to destruction of the period prior to Purchased Assets from the date of this Agreement until the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) Seller’s ownership interest in Invoice IQ, LLC and all software technology developed by Invoice IQ or its co-founder, ▇▇▇▇ Pitches, that relates to the Invoice IQ business; provided, however, that to the extent any land of such software technology relates to or is Used in the Business, Buyer shall be granted a non-exclusive, fully-paid license to use, modify, enhance, copy, license and outparcels sublicense such software (including but not limited to Invoice IQ) in both source code and the improvements thereon) other than the Real Propertyobject code form, as expressly described on Exhibit “A”;terms acceptable to Buyer, in its reasonable discretion. (g) any Real Property or leases for Real Property other than the Office Lease; (h) Seller’s lease of its office space in at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, together with all contents therein, other than such contents as are used in connection with that portion of the Business that is not conducted principally at that location); (i) the agreement between Seller and Blue Mile Networks pursuant to which Seller provides CDR analysis services to Blue Mile Networks; (j) the agreement between Seller and Telwares, Inc pursuant to which Seller provides subcontractor services to Level3; (k) the subcontractor agreement between Seller and Third Law Consulting, LLC pursuant to which Seller provides sourcing services to FairPoint Communications; (l) any purchased assets listed sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (m) All fixtures, furniture, equipment, office supplies and software (subject, however, to Section 2.02(f) above) located in Seller’s Virginia office on Schedule 5 the date of this Agreement; and (hn) any other propertySeller’s domain names, assetdomain name registrations, rights web sites and interests expressly excluded from the Property elsewhere in this Agreementcontent therein, as well as the Carrier CDR Audit routines used by the Retained Operation.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere contained in this Agreement, the propertyfollowing assets and properties of the Sellers and their respective Affiliates (other than the Company and the Transferred Subsidiary) shall be retained by the Sellers and their respective Affiliates (other than the Company and the Transferred Subsidiary), assets, rights and interests set forth below are expressly shall be excluded from the Property and will in no way be transferred to Purchaser Transferred Assets (collectively, the “Excluded PropertyAssets”): (ai) (x) other than the Shares, the shares of capital stock of the Transferred Entities, the Company Minority Investments and the Asset Seller Minority Investments, (y) except as reflected in the Final Working Capital Statement, and (z) subject to Section 5.12, all cash and cash equivalents, securities (including all capital stock and/or equity interests in any Person) or negotiable instruments on hand or held by any bank or other third Person or elsewhere; (ii) any and all rights to the ATMI Name and ATMI Marks, together with any contracts, agreements or understandings to the extent granting rights to use the same (including ATMI Name and ATMI Marks to the extent incorporated into any Business Intellectual Property or Business Technology); (iii) except for deposits the Company Owned Property, the Company Leased Property and any cash on hand such right, title or interest of the Transferred JV (including all improvements, fixtures and appurtenances thereto and rights in house banks for which Seller receives a credit respect thereof), all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any of them leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iv) (A) all loans or advances by the Sellers to ATMI or any of its Affiliates (other than the Company or any Transferred Entity), and (B) all loans or advances by ATMI or its Affiliates (other than the Company or any Transferred Entity) to the Sellers; (v) all Tax Returns of, or with respect to, the Asset Sellers, and all refunds of or credits relating to any Taxes that are Excluded Liabilities as set forth in Section 2.02(d)(iv); (vi) subject to Section 5.12, all policies of or agreements for insurance and interests in insurance pools and programs, and any rights to proceeds thereof, other than any such policies, agreements, interests or rights of the Company or any Transferred Entity; (vii) subject to Section 5.12, any assets Related to the Business owned on the date hereof or acquired after the date hereof and sold or otherwise disposed of in the ordinary course of business consistent with past practice prior to the Closing if permitted in accordance with the terms of this Agreement; (viii) all causes of action (including counterclaims) and defenses against third parties primarily relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (ix) all Seller Intellectual Property and Seller Technology; (x) other than the Transferred Assets described in Section 2.02(a)(x) and Section 2.02(a)(xiv), all cash on hand computer software, databases, documentation and related materials and licenses thereto and rights under licenses thereto; (xi) the assets and properties listed in Section 2.02(b)(xi) of the Disclosure Letter; (xii) all assets of the Employee Plans, other than Transferred Employee Plan Assets; (xiii) any interest of the Sellers or on deposit their Affiliates (other than the Company and the Transferred Entities) under the Transaction Agreements; (xiv) personnel and Employee Records for employees and former employees of the Sellers who are not Transferred Employees; (xv) except as set forth in Section 2.02(a)(xiv) of the Disclosure Letter and Section 2.02(a), any house bankother assets, operating account properties, rights, contracts and claims of the Asset Sellers that are not Related to the Business, wherever located, whether tangible or intangible, real, personal or mixed; (xvi) subject to Section 5.07, accounts receivable (including trade accounts receivable) where the payor thereunder is ATMI or a Subsidiary of ATMI (other than the Company and the Transferred Subsidiary), including, except as may be or remain outstanding pursuant to Section 5.07 hereof, intercompany accounts receivable (including trade accounts receivable). (xvii) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers, (B) any books and records primarily relating to any of the Excluded Assets or (C) any books, records or other account maintained materials that the Sellers (x) are required by Law to retain (copies of which, to the extent permitted by Law, will be made available to the Acquiror at the Acquiror’s reasonable request and expense), (y) reasonably believe are related to Taxes (copies of which will be made available to the Acquiror at the Acquiror’s reasonable request and expense, but in no event shall such copies include any Tax Returns) or (z) are prohibited by Law from delivering to the Acquiror; (xviii) all governmental licenses, permits or other governmental authorizations of the Sellers that are Related to the Business to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such license or such license is otherwise not transferable; and (xix) all of the Sellers’ causes of action, claims, credits, demands, remedies, or rights of set-off against third parties, to the extent primarily related to any of the foregoing or to any Excluded Liabilities as described in Section 2.02(d). Notwithstanding anything to the contrary contained in this Agreement or any of the Ancillary Agreements, the Acquiror acknowledges and agrees that all of the following shall be included among the Excluded Assets and shall remain the property of the Sellers and their respective Affiliates (other than the Company and the Transferred Entities), and neither the Acquiror nor any of its Affiliates (including, following the Closing, the Company and the Transferred Entities) shall have any interest therein: (x) all records and reports prepared or received by the Sellers or any of their Affiliates prior to the Closing in connection with the ownership sale of the PropertyBusiness and the transactions contemplated hereby, including, without limitation, any reserves maintained by Seller including all analyses relating to the Business or by Seller’s lender(sthe Acquiror so prepared or received; (y) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers all confidentiality agreements with prospective purchasers of the Property; (c) Business or any residences provided to employees portion thereof, and all bids and expressions of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due interest received from third parties with respect to the Property earned Business; and (z) all privileged materials, documents and records of the Sellers or attributable to the period prior to the Closing Date; Sellers’ Affiliates (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real PropertyCompany and the Transferred Entities), as expressly described including any privileged materials, documents and records of the Sellers or the Sellers’ Affiliates (other than the Company and the Transferred Entities) that are in the possession of the Company or the Transferred Subsidiary. The Acquiror further acknowledges and agrees that, with respect to any Action or dispute between the Sellers or one of their Affiliates (other than the Company or the Transferred Entities), on Exhibit “A”; the one hand, and the Acquiror or one of its Affiliates (gincluding, following the Closing, the Company and the Transferred Entities), on the other hand, only the Sellers may waive any evidentiary privilege that may attach to a pre-Closing communication of the Sellers or one of their Affiliates that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and neither the Acquiror nor any of its Affiliates (including, following the Closing, the Company and the Transferred Entities) other assets listed on Schedule 5 of this Agreement; and (h) shall have the right to waive any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreementsuch privilege.

Excluded Assets. Notwithstanding anything in this Assignment to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertyAssets do not include and Assignee agrees and acknowledges that Assignor has reserved and retained from the Assets and hereby reserves and retains unto itself any and all rights, assets, rights titles and interests set forth below are expressly excluded from the Property in and will in no way be transferred to Purchaser (the “Excluded Property”): (a) except for deposits fee, leasehold, mineral fee, royalty, overriding royalty, and any cash on hand or in house banks for which Seller receives a credit pursuant other interests to the terms of this Agreement, all cash on hand or on deposit in extent pertaining to the any house bank, operating account or other account maintained in connection with area not within the ownership boundaries of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(sLeases as of the Effective Time and not expressly included under Section 1.2(a) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixturesabove; (b) seismic, Personal Propertygeologic and geophysical records, equipment or other property which is owned by (Ainformation, and interpretations relating to the Assets not included in Section 1.2(b)(5) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; above; (c) any residences provided and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the purchase, sale or exchange to employees a third party by Assignor of the Hotel not located within the Real Estate Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and manager automobiles, all as listed on Schedule 5; information or documents covered by a legal privilege; (d) originals or copies of Records retained by Assignor; (e) all rentsclaims, accounts receivables rights and other sums due with respect to the Property earned or attributable causes of action of Assignor against third parties, asserted and unasserted, known and unknown relating to the period prior to the Closing Date; (e) Effective Time relating to the hotel management business owned and operated by the Manager; Assets; (f) any land trucks, communication equipment, computers and outparcels (related switching equipment and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; software; (g) other assets listed on Schedule 5 of this Agreementall pipelines which are not used solely for production from the Lands; and (h) all oil in storage at the Effective Time or produced prior to the Effective Time; and (i) items or interests excluded or removed elsewhere in or pursuant to this Assignment;(j) any other propertyrefund of taxes, asset, rights costs or expenses borne by Assignor or Assignor’s predecessors in title attributable to the period of time prior to the Effective Time; (k) any and interests expressly excluded all proceeds receivable from the Property elsewhere in settlement or final adjudication of contract disputes with lessors, co-owners or operators of the Assets or with purchasers, gatherers processors or transporters of hydrocarbons from or attributable to the Assets, including without limitation, settlement of royalty, take-or-pay, pricing or volume adjustments disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Time (collectively, the "Excluded Assets"). II. For purposes of Articles III and Article IV of this Agreement.Assignment, “Property”, “

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in house banks process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (x) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bxi) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (xii) (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxiii) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Fountain Equipment; (dxiv) any and all rentsrights under any bottling, accounts receivables manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other sums due with respect to the Property earned intangible rights or attributable to the period prior to the Closing Dateassets associated therewith; (exv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xv) of the ManagerDisclosure Schedule; (fxvi) any land other assets, properties, rights, contracts and outparcels (and claims of the improvements thereon) other than Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Real Property, as expressly described on Exhibit “A”Business; (gxvii) other assets listed on Schedule 5 of this Agreementany Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets; and (hxx) the CBA Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Comprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything to The Sellers will retain (and the contrary in this Section 1 or elsewhere in this AgreementAcquired Assets will not include) the following assets (collectively, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits and all Cash held by any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of SellerSellers immediately prior to Closing; (b) any fixturespersonal and real properties or assets formerly owned, Personal Propertyleased, equipment operated or other property which is owned used by (A) the lessor under any Equipment LeasesAcquired Company, (B) the supplier Seller or vendor under any other Service Contracts, (C) the tenant under of their respective Affiliates or any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers predecessors in interest of the Propertyforegoing; (c) any residences provided to employees of the Hotel not all assets, Intellectual Property and Real Property located within the Real Estate and manager automobilesat ▇▇▇▇▇▇’▇ existing manufacturing facility located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, all as listed on Schedule 5▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, other than those items described in Section 1.2(h); (d) all rentsthe buildings, accounts receivables additions, structures and improvements, fixtures (including any HVAC mechanical or other mechanical systems) located at ▇▇▇▇▇▇▇’▇ existing manufacturing facility at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, and the land thereunder (including any easements, licenses, rights and appurtenances specifically relating to the foregoing real property) as described in the Louisville Lease, but excluding any equipment, machinery and other sums due with respect to the Property earned items of personal property located thereon or attributable to the period prior to the Closing Datetherein; (e) all assets used primarily in the hotel management heavy-duty laundry business owned and operated as indirectly or directly conducted by the ManagerLSG; (f) all rights and claims of the Sellers to (i) Tax refunds of Income Taxes relating to any land Pre-Closing Period and outparcels (and ii) all Tax Returns of the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Sellers; (g) all capital stock held by LSG or any of its Affiliates (other assets listed than the Acquired Stock and the equity interests of Laundromats LLC); (h) all rights in and to the “AMKO” name; (i) all raw materials and work-in progress of the IPH Product Line (except as provided by the IPH Supply Agreement); (j) all reserves reflected on Schedule 5 the Annual Accounts with respect to Litigation pending as of the Closing; (k) all rights of the Sellers under this AgreementAgreement or any of the Ancillary Agreements; and (hl) all rights of the Sellers under any other property, asset, rights and interests expressly excluded from the Property elsewhere in this AgreementContract set forth on Schedule 1.3(l).

Excluded Assets. Notwithstanding anything to Seller shall reserve and retain all of the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the Excluded Assets. “Excluded Property”): Assets” shall mean all assets of Seller other than the Assets, including: (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole corporate minute books, financial records and exclusive property of other business records that relate to Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; ’s business generally; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobilesall trade credits, all as listed on Schedule 5; accounts, receivables and all other proceeds, income, or revenues attributable to the Assets during the period of time prior to the Effective Date, other than oil production produced but not sold prior to the Effective Date; (d) all rents, accounts receivables claims and other sums due causes of action of Seller arising under or with respect to the Property earned or any Contracts that are attributable to periods of time prior to the Effective Date (including claims for adjustments or refunds); (e) subject to Section 17.2, all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property; (f) all oil production produced and sold from the Oil Producing Properties prior to the Effective Date; (g) all claims of Seller for refunds of or loss carry forwards with respect to (i) oil production or any taxes attributable to any period prior to the Closing Effective Date; , (eii) the hotel management business owned and operated by the Manager; income or franchise taxes or (fiii) any land and outparcels (and taxes attributable to the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementExcluded Assets; and (h) all of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) all documents and instruments of Seller that may be protected by an attorney-client privilege, except as provided in Section 7.1; (j) all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with Third Parties; and (k) all audit rights arising under any other property, asset, rights and interests expressly excluded from of the Property elsewhere in this AgreementContracts or otherwise attributable to any period prior to the Effective Date or to any of the Excluded Assets.

Excluded Assets. Notwithstanding anything Subject to Section 4.04, all of the contrary in this Section 1 or elsewhere in this Agreement, Assets of Seller and its Subsidiaries other than the property, assets, rights and interests set forth below are expressly excluded from the Property and Acquired Assets will in no way be transferred to Purchaser (the deemed “Excluded Property”):Assets” and retained by Seller and its Subsidiaries, including the following: (a) except for deposits all rights, title and any cash on hand or interest in house banks for which Seller receives a credit pursuant to the terms all of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain Subsidiaries other than the sole and exclusive property of SellerAcquired Entities; (b) all cash and cash equivalents (other than security deposits posted with respect to any fixturesLeased Sites, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Transferred Customer Contracts, Shared Customer Contracts (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers solely in respect of the PropertyBusiness) or Transferred Tenant Leases); (c) all real property owned or operated by any residences provided to employees member of the Hotel not located within Seller Group (other than the Real Estate Transferred Sites) and manager automobilesall improvements and fixtures attached to such real property (such real property, all as listed on Schedule 5the “Retained Sites”); (d) all rentsIntellectual Property owned by Seller or any other member of the Seller Group, accounts receivables and or licensed from any third party to Seller or any other sums due with respect member of the Seller Group, whether or not related to the Property earned or attributable Business, other than all of Seller’s right, title and interest in and to the period prior to Transferred Marks, the Closing DateEmbedded Systems or the Software set forth in Sections 1.03(c) and 1.03(g); (e) all Contracts to which Seller or any member of the hotel management business owned and operated by Seller Group is a party, other than the ManagerTransferred Contracts and, subject to Section 1.04(f), the Shared Customer Contracts; (f) any land and outparcels (and Shared Customer Contracts, solely to the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”extent relating to any Excluded Business; (g) all Assets of Seller and any other member of the Seller Group (other than the Acquired Entities), whether tangible or intangible, that are used or held for use in any business of Seller and the other members of the Seller Group other than the Business, but excluding the Acquired Assets; (h) all personnel files pertaining to any employee or former employee of Seller and the other members of the Seller Group, other than the Books and Records; (i) all other books and records, including financial and Tax records, other than the Books and Records; (j) all rights, interests, claims and benefits of Seller and the other members of the Seller Group in and to (i) all computers and other electronic data processing equipment (including the applicable Embedded Systems), office equipment (including personal computers), machinery, furniture and other tangible personal property located at the Transferred Sites and not primarily used or primarily held for use in the Business, (ii) the Excluded DC Power Plants, and (iii) all tangible personal property located in the Seller Leaseback Space, except in each case for assets identified in Sections 1.03(a), 1.03(b) and 1.03(c) hereof; (k) all Assets in respect of any and all Compensation and Benefit Plans (excluding FGTS accounts for Business Employees located in Brazil, which are ultimately owned by the Brazil Business Employees); (l) subject to Section 1.03(e), Section 4.12 and the terms of any Ancillary Agreements, all rights to insurance policies or practices of Seller and the other members of the Seller Group (including any captive insurance policies, fronted insurance policies, surety bonds or corporate insurance policies or practices, or any form of self-insurance whatsoever), any refunds paid or payable in connection with the cancellation or discontinuance of any such policies or practices and any claims made under such policies; (m) all records prepared by or on behalf of Seller or the other members of the Seller Group relating to the negotiation of the transactions contemplated by this Agreement and all records prepared by or on behalf of Seller or the other members of the Seller Group in connection with the potential divestiture of all or a part of the Business or any other business or Asset of Seller or the other members of the Seller Group, including (A) proposals received from third parties and analyses relating to such transactions and (B) without limiting Section 4.08, communications with legal counsel representing Seller or the other members of the Seller Group and the right to assert the attorney-client privilege with respect thereto; (n) all rights of Seller or the other members of the Seller Group (other than the Acquired Entities) under this Agreement and the Ancillary Agreements and the certificates, instruments and Transfer Documents delivered in connection therewith; (o) all refunds and Refund Equivalents (i) of Excluded Taxes or (ii) to which Seller is entitled pursuant to Section 8.03; (p) all Assets under Intercompany Accounts; (q) the Assets listed on Schedule 5 or described in Section 1.04(q) of this Agreementthe Seller Disclosure Letter; and (hr) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Seller or any other property, asset, rights and interests expressly excluded from member of the Property elsewhere in this AgreementSeller Group.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreementforegoing, the property, assets, rights and interests set forth below are expressly excluded from Purchased Assets shall not include the Property and will in no way be transferred to Purchaser following (the “"Excluded Property”Assets"): (a) except for deposits the assets listed on Schedule 2.2(a) (the "Excluded Other Assets"); (b) all cash and any cash equivalents, either on hand or in house banks for which Seller receives a credit pursuant banks, of the Sellers; (c) all original Books and Records relating to Taxes; (d) the real property, together with all buildings, facilities, fixtures and other improvements thereon and all easements, rights of way and transferable Permits and other appurtenances thereto, located in Casa Grande, Arizona; (e) all the contracts, agreements, leases and commitments (i) primarily arising out of or relating to the terms Excluded Other Assets or (ii) set forth on Schedule 2.2(e); (f) all rights of this Agreementany Seller pertaining to any claims, causes of action, rights of recovery, set-offs, or defenses of any kind primarily pertaining to, and arising out of, the Excluded Other Assets; (g) all cash assets relating to the Discontinued Operations, as set forth on hand Schedule 2.2(g); (h) all rights of any Seller arising under or on deposit in any house bank, operating account or other account maintained in connection with any insurance policies or other contracts of insurance of any Seller or acquired or assumed by any Seller prior to the ownership Closing Date primarily relating to the Excluded Other Assets and the proceeds or benefits of such insurance policies; (i) all assets held in any trust or in connection with any Plan except as otherwise provided in Section 6.11; (j) all rights to refunds of Taxes paid by the Sellers or which are otherwise the responsibility of the PropertySellers under this Agreement, including, without limitation, those relating to (i) any reserves maintained by Seller or by Seller’s lender(sPre-Closing Period and (ii) or supplier(s) shall remain any Post-Closing Period relating to the sole and exclusive property of SellerExcluded Assets; (bk) all capital stock of any fixturesPerson, Personal Propertyincluding, equipment or other property which is owned by (A) the lessor under any Equipment Leaseswithout limitation, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySubsidiary Sellers, and all assets of the Company's Subsidiaries listed on Schedule 2.2(k); (cl) any residences provided to employees of the Hotel not located within Sellers' rights under this Agreement and the Real Estate and manager automobiles, all as listed on Schedule 5other Transaction Documents; (dm) all rents, accounts receivables directors' and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e) the hotel management business owned officers' liability insurance policies and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreementrights thereunder; and (hn) the proceeds of any other property, asset, rights and interests expressly excluded from of the Property elsewhere in this Agreementforegoing.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, from and after the propertyClosing, assetsSeller and the other members of the Seller Group shall retain all of their respective rights, rights titles and interests set forth below are expressly in and to, and there shall be excluded from the Property sale, conveyance, assignment and will transfer to Buyer and its designated Affiliates and Subsidiaries hereunder, and the Transferred Assets shall not include, (i) any rights, properties or assets (tangible or intangible and wherever located) which are not Related to the TMA Business (other than as expressly provided in no way be transferred to Purchaser Section 2.1) and (ii) the following rights, properties or assets (tangible or intangible and wherever located) (the rights, properties and assets described in clauses (i) and (ii) of this Section 2.2, collectively, the “Excluded PropertyAssets”): (a) except for deposits All Intellectual Property of Seller (including the Teradata Marks) and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership members of the PropertySeller Group, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(sother than the Transferred IP (it being agreed that this Section 2.2(a) shall remain not affect any rights granted to Buyer under the sole and exclusive property of SellerAncillary Agreements); (b) The Seller Retained Businesses and all assets, properties, contractual rights, goodwill and other intangible assets, going concern value, rights and claims of Seller and its Affiliates primarily related to, owned, used or held for use in any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertySeller Retained Businesses; (c) any residences provided to employees Except as set forth in Section 5.10, (i) all insurance proceeds and benefits, and all rights with respect thereto, of the Hotel not located within Seller Group and (ii) all insurance policies and rights thereunder of the Real Estate and manager automobiles, all as listed on Schedule 5members of the Seller Group; (d) all rents, accounts receivables and other sums due with respect Any refunds of or credits against Taxes for which Seller is responsible pursuant to the Property earned or attributable to the period prior to the Closing DateSection 7.1; (e) All (i) Cash Amounts and (ii) investment securities and other short- and medium-term investments, in each case of the hotel management business owned foregoing clauses (i) and operated (ii), held by or in the Managername of any member of the Seller Group (except in each case, to the extent included in the calculation of the Closing Cash Amount or Closing Working Capital as finally determined pursuant to Section 2.8); (f) any land All rights, benefits, privileges and outparcels (and claims under the improvements thereon) other than Shared Contracts to the Real Property, as expressly described on Exhibit “A”extent not relating to the TMA Business; (g) All books and records of Seller and its Affiliates other assets listed on Schedule 5 than the Transferred Books and Records; (i) All attorney-client privilege and attorney work-product protection of Seller and its Affiliates or associated with the TMA Business as a result of legal counsel representing Seller or the TMA Business in connection with the transactions contemplated by this Agreement or any of the Transaction Documents, (ii) all documents subject to the attorney-client privilege or work-product protection described in clause (i) of this paragraph and (iii) all documents maintained by Seller and its Affiliates in connection with the transactions contemplated by this Agreement or any of the Transaction Documents; (i) All rights to any Actions of any nature available to or being pursued by any member of the Seller Group to the extent related to the Seller Retained Businesses (including the Excluded Assets and the Excluded Liabilities), whether arising by way of counterclaim or otherwise; (j) All rights which accrue or will accrue to Seller or any other member of the Seller Group under this Agreement, the Limited Guaranty, the Equity Commitment Letter or any of the other Transaction Documents; (k) All assets retained by Seller or any member of the Seller Group in accordance with Article VI; (l) All security, deposits, refunds and other similar items under any and all real property lease, sublease, license or occupancy agreement of Seller or its Subsidiaries, other than with respect to the Transferred Real Property Leases; (m) Permits that are non-transferable; and (hn) Without duplication of the other provisions of this Section 2.2, any and all other property, asset, rights and interests expressly excluded from assets set forth on Section 2.2(n) of the Property elsewhere in this AgreementSeller Disclosure Schedule.

Excluded Assets. Notwithstanding anything The Transferred Assets shall include only those assets included in Section 2.1, it being the intention of the parties that all other rights, properties and assets of the Seller and its Subsidiaries are to the contrary in this Section 1 be retained and not sold or elsewhere in this Agreementassigned to Purchaser, including, without limitation, the propertyrights, assetsproperties and assets listed or described below (collectively, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits all cash, cash equivalents, marketable securities and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms intercompany accounts receivable of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerits Subsidiaries; (b) any fixturesall rights in connection with, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers and assets of the Propertyemployee benefit plans (the “Benefit Plans”) of Seller and its Subsidiaries; (c) any residences provided to employees all minute books, stock books, Tax Returns and similar corporate records of the Hotel not located within the Real Estate Seller and manager automobiles, all as listed on Schedule 5its Subsidiaries; (d) all rentsemployees of the Seller and its Subsidiaries, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Dateexcept as set forth in Section 5.7 hereof; (e) all claims, counterclaims and rights of offset against Liabilities to the hotel management business owned and operated extent not assumed by the ManagerPurchaser; (f) any land and outparcels (all rights of Seller under this Agreement and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Transaction Documents; (g) the shares of capital stock of the Seller held in treasury; (h) the shares of capital stock of the Seller’s Subsidiaries; (i) all insurance policies and rights thereunder; (j) all Contracts of the Seller other assets listed on Schedule 5 than the Assumed Contracts (the “Excluded Contracts”); (k) all personnel records and other records that Seller or any of this Agreementits Subsidiaries are required by law to retain in its possession; (l) all claims for refund of Taxes and other governmental charges of whatever nature; and (hm) any all information assets or other property, assetincluding any Intellectual Property, rights and interests expressly excluded from the Property elsewhere in this Agreementowned by a party other than Seller or any of its Subsidiaries.

Excluded Assets. Notwithstanding anything Sellers shall retain and not sell, convey, assign or deliver to the contrary Buyer, and the Buyer shall not purchase or accept from Sellers, any and all other assets not specifically identified as Purchased Assets or used in this Section 1 or elsewhere in this Agreementthe Business, including, without limitation, the property, assets, rights following properties and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser assets of Sellers (the “Excluded PropertyAssets”): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with held by the ownership Sellers as of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of SellerClosing; (b) any fixtures, Personal Property, equipment or other property which is owned by all Intellectual Property rights identified on Schedule 2.02(b) (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined“Excluded IP Rights”), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel not located within the Real Estate all computer programs, Software and manager automobilesall licenses, all as listed manuals, disks, instructions, flowcharts and schematics identified on Schedule 52.02(c) (the “Excluded Software”); (d) all rents, accounts receivables and other sums due with respect to tangible personal property that is owned or held by the Property earned or attributable to Sellers that is specifically identified on Schedule 2.02(d) (the period prior to the Closing Date“Excluded Tangible Personal Property”); (e) all Contracts other than the hotel management business owned Customer Contracts, the Additional Contracts and operated by the Managerlicenses related to any Licensed Intellectual Property; (f) any land and outparcels (the Grand Forks Facility and the improvements thereon) other than Grand Forks Real Estate Lease, except to the Real Property, as expressly described on Exhibit “A”extent provided in Section 5.18; (g) all prepaid expenses related to the Business, other assets listed than those identified on Schedule 5 of this Agreement; and2.01(k); (h) any assets not used in or otherwise related to the Business, including but not limited to those assets identified on Schedule 2.02(h); (i) all personnel records of the Sellers and any other property, asset, records that the Sellers are required by law to retain in its possession; (j) all rights and interests expressly excluded from under any Employee Benefit Plan maintained by the Property elsewhere Sellers or any ERISA Affiliate or to which the Sellers or any ERISA Affiliate are required to contribute; (k) all agreements between a Seller and any of the Business Employees or Contractors; (l) all financial records which do not directly relate to the Business; (m) all rights with respect to any loans made by a Seller to current or former employees or contractors of a Seller; (n) all rights with respect to any real property owned or leased by the Sellers; (o) all other assets and properties of the Sellers of every kind, character or description, other than the Purchased Assets, which are owned, used or held for use (whether or not exclusively) in connection with the Sellers’ businesses, wherever located, whether or not similar to the items detailed under Purchased Assets; and (p) all consideration to be received by the Sellers under this AgreementAgreement and all other rights of the Sellers hereunder.

Excluded Assets. Notwithstanding anything Sellers except, reserve, and retain to themselves, severally according to their respective ownership interests in the contrary in this Section 1 or elsewhere in this AgreementAssets and not jointly, the propertyfollowing properties and assets (collectively, assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) all corporate, financial, legal, and tax records of each Seller; (b) all deposits, cash, checks in process of collection, cash equivalents, and funds attributable to each Seller’s interest in the Assets for the period prior to the Effective Time; (c) all Hydrocarbons produced from or allocable to the Assets prior to the Effective Time (and the proceeds of such production), except for deposits those Hydrocarbons described in Section 2.1(c)(i); (d) all documents and any cash on hand or in house banks for which records of each Seller receives a credit pursuant subject to the terms attorney/client privilege, confidentiality agreements, claims of this Agreementprivilege, or other restrictions on access; (e) all cash on hand rights, interests, and Claims that each Seller may have under any policy of insurance or on deposit indemnity, surety bond, or any insurance or condemnation proceeds or recoveries from third Persons relating to property damage or casualty loss affecting the Assets occurring prior to the Possession Time; (f) all Claims (other than those Claims relating to Environmental Conditions or Environmental Contaminants transferred and assigned to Buyer 2.1(i)), whether in contract, in tort, or arising by operation of Law, and whether asserted or unasserted as of the Possession Time, that any Seller may have against any Person arising out of acts, omissions, or events, or injury to or death of Persons or loss or destruction of or damage to property, relating in any house bankway to, operating account the Assets that occurred prior to the Possession Time; provided, however, that no such Claim may be settled, compromised, or other account maintained otherwise resolved in connection with a manner that results in an obligation borne by Buyer or the ownership Assets from and after the Possession Time without the prior written consent of Buyer; (g) all exchange traded futures contracts and over-the-counter derivative contracts of each Seller as to which such Seller has an open position as of the PropertyEffective Time; (h) any and all rights to use each Seller’s name, marks, trade dress or insignia, or to use the name of any Affiliate of any Seller, and all of each Seller’s intellectual property, including, without limitation, any reserves maintained by Seller proprietary or by licensed computer software; patents; trade secrets; copyrights; geological and geophysical information and data (including, without limitation, conventional and 3-D seismic data) licensed from third Persons, and such Seller’s lender(s) or supplier(s) shall remain the sole proprietary interpretations thereof; economic analyses; and exclusive property of Sellerpricing forecasts; (bi) all amounts due or payable to any fixtures, Personal Property, equipment or other property which is owned by (A) Seller as adjustments to insurance premiums related to the lessor under any Equipment Leases, (B) Assets for periods prior to the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyEffective Time; (cj) all Claims of each Seller for refunds of or any residences provided loss carry-forwards with respect to employees of Property-Related Taxes and income or franchise taxes relating to the Hotel not located within Assets for periods prior to the Real Estate and manager automobiles, all as listed on Schedule 5Effective Time; (dk) all rentsaudit rights and all amounts due or payable to any Seller as refunds, adjustments, or settlements of disputes arising under the Leases, the Real Property Interests, the Permits, and the Contracts for periods prior to the Effective Time; (l) all trade credits and the proceeds of all accounts receivables receivable, notes receivable, instruments, general intangibles, and other sums receivables due with respect or payable to any Seller relating to the Property earned Assets that accrued prior to the Effective Time; (m) except as otherwise provided herein, all fees, rentals, proceeds, payments, revenues, rights, and economic benefits of every kind and character (and all security or other deposits made) payable to the owners of the Assets and that are attributable to the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementEffective Time; and (hn) any other all interests, rights, property, asset, rights and interests expressly excluded from assets of each Seller not located on or used in connection with the Property elsewhere Assets or otherwise specifically included in this Agreementthe definition of the Assets.

Excluded Assets. Notwithstanding anything in Section 2.1, this Section 2.2 or anywhere else in this Agreement or the Ancillary Agreement to the contrary contrary, from and after the Closing, Seller and its Subsidiaries shall retain all of their existing right, title and interest in this Section 1 or elsewhere in this Agreementand to, the property, assets, rights and interests set forth below are expressly there shall be excluded from the Property sale, conveyance, assignment or transfer to Buyer and will in no way be transferred to Purchaser its Affiliates hereunder, and the Transferred Assets shall not include, the following (collectively, the “Excluded PropertyAssets”): (a) except any asset or class of assets excluded from the definition of Transferred Assets set forth in Section 2.1 by virtue of the limitations expressed therein; (b) all Contracts (including the Termination Agreement) other than the Assigned Contracts; (c) all rights of Seller under this Agreement and the Ancillary Agreement; (d) all cash, cash equivalents, accounts receivable, marketable securities and intercompany accounts receivable of Seller; (e) all minute books, stock books, Tax returns and similar corporate records of Seller other than the Books and Records; (f) all assets (including, without limitation, Intellectual Property) of Seller that are both (i) not primarily used or held for deposits use in the Program and any cash on hand or in house banks (ii) not necessary for which Seller receives a credit pursuant the Program, including to the terms of this Agreementextent applicable, without limitation, all cash assets (including, without limitation, Intellectual Property) of Seller primarily used or held for use in Seller’s mTOR/PI3K inhibitor program, mTOR inhibitor program, HDAC inhibitor program, and CDK/FLT3 inhibitor program (including SB1317); (g) the right to claim priority to the Provisional Applications solely with respect to any subject matter disclosed therein that is disclosed in the Patents listed on hand Schedule 3.9(b)-2, including subject matter that solely covers SB1317 (including the composition or on deposit in formulation of, or any house bankmethod of making or using, operating account SB1317), but excluding subject matter that solely covers Seller Compounds (including the composition or other account maintained in connection with the ownership formulation of, or any method of the Propertymaking or using, Seller Compounds); (h) all rights under insurance policies, including, without limitation, any reserves maintained by Seller all claims, refunds and credits due or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerto become due under such policies; (bi) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under refund of Tax liabilities of Seller relating to any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertypre-Closing period; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (dj) all rentsleasehold interests and, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real PropertyTransferred Assets, as expressly described on Exhibit “A”; (g) all biological or chemical materials, machinery, equipment, furniture, furnishings, fixtures and other assets listed on Schedule 5 of this Agreementtangible property; and (hk) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreementasset identified on Schedule 2.2(k).

Excluded Assets. Notwithstanding anything the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not 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 contrary rights, properties or assets set forth or described in paragraphs (a) through (l) below (the rights, properties and assets expressly excluded by this Section 1 2.2 or elsewhere in this Agreement, otherwise excluded by the property, assets, rights and interests set forth below are expressly excluded terms of Section 2.1 from the Property and will in no way be transferred Purchased Assets being referred to Purchaser (herein as the “Excluded PropertyAssets”): ): (a) any of Seller’s or its Affiliate’s receivables, cash, cash equivalents, bank deposits or similar cash items; (b) Inventory; (c) Intellectual Property or Information, including Trade Secrets and manufacturing know-how including but not limited to those in Schedule 2.2(c), owned or controlled by Seller or any Affiliate other than the Assigned Intellectual Property; (d) any (i) confidential personnel records pertaining to any Business Employee except for deposits to the extent required to be transferred by applicable Law; (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; and (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); (i) any interest in and to any owned real property and any cash leased real property; (j) any of the rights of Seller under this Agreement (or under any other agreement between Seller, on hand the one hand, and Buyer, on the other hand, entered into on or in house banks for which Seller receives a credit pursuant to after the terms 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 cash on hand or on deposit in any house bankother assets, operating account or other account maintained in connection with the ownership properties, interests and rights of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; (c) any residences provided to employees of the Hotel Affiliate that are not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreement; and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this AgreementPurchased Assets.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in house banks process and packaging materials (other than packaging materials and products used for repacking operations) of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 12:01 a.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns of the Sellers and/or their Affiliates, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (x) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bxi) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (xii) (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxiii) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Fountain Equipment; (dxiv) any and all rentsrights under any bottling, accounts receivables manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other sums due with respect to the Property earned intangible rights or attributable to the period prior to the Closing Dateassets associated therewith; (exv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xv) of the ManagerDisclosure Schedule; (fxvi) any land other assets, properties, rights, contracts and outparcels (and claims of the improvements thereon) other than Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Real Property, as expressly described on Exhibit “A”Business; (gxvii) other assets listed on Schedule 5 of this Agreementany Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets; and (hxx) the CBA Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Comprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 or elsewhere in this Agreement, and for the propertyavoidance of doubt, assets, rights and interests set forth below are expressly the Purchased Assets shall not include any assets excluded from by the Property and will in no way be transferred to Purchaser terms of this Section 1.2 (the “Excluded PropertyAssets”):), such Excluded Assets consisting in their entirety of Seller’s, the U.S. Subs’ and the Bankruptcy Estate’s right, title and interest in, to and under the following: (a) except for deposits and any cash on hand asset or class of assets excluded from the definition of Purchased Assets set forth in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership Sections 1.1(a)-1.1(s) by virtue of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerlimitations expressed therein; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts, (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers all of the Propertyequity interests in the U.S. Subs as of the date hereof; (c) any residences provided all of Seller’s and the U.S. Subs’ Intellectual Property and intangible assets that are not Related to employees of the Hotel not located within the Real Estate and manager automobiles, all Business as listed on Schedule 51.2(c) (collectively, “Excluded Intellectual Property”); (d) all rents, accounts receivables and other sums due with respect to the Property earned or attributable to extent not a Purchased Asset under Section 1.1, all of Seller’s and the period prior to the Closing DateU.S. Subs’ tangible assets; (e) the hotel management business owned compound historically designated as DG031, including any development and operated by the Managercommercialization obligations related thereof and any agreement related thereto; (f) any land all cash and outparcels (cash equivalents of Seller and the improvements thereonU.S. Subs, including, but not limited to, all cash deposits, the net cash proceeds (as well as any non-cash net proceeds) other than from any sale of the Real Property, as expressly described on Exhibit “A”capital stock and/or assets of any one or more of the U.S. Subs and the proceeds from the purchase by Purchaser of the Purchased Assets; (g) all rights of Seller under the Auction Rate Securities Purchase Agreement with NBI hf., an Icelandic financial institution, dated January 16, 2009 pursuant to which Seller sold certain auction-rate securities (the “ARS”) and all rights with respect to the ARS; (h) U.S. real property leases or any other interests in U.S. real property of Seller or the U.S. Subs; (i) any executory contracts or leases of Seller other than the Assigned Seller Contracts (the “Excluded Contracts”); (j) any employment or consulting agreements of Seller or any of the U.S. Subs; (k) assets of any Seller Plan qualified under Section 401(a) of the Code; (l) all Tax assets (including duty and tax refunds and prepayments) of Seller or any of the U.S. Subs; (m) all Tax Returns of Seller or any of the U.S. Subs and all books and records (including working papers) related thereto; (n) all insurance policies of Seller and the U.S. Subs and insurance proceeds which Seller or any U.S. Sub has a right to receive and rights thereunder, in each such case to the extent that they are not Related to the Business; (o) all credits, prepaid expenses, deferred charges, advance payments, security or other deposits, prepaid items, rights to offset, and duties to the extent not Related to the Business; (p) all minute books, stock records and corporate seals of Seller and the U.S. Subs; (q) the shares of capital stock of Seller held in treasury; (r) all personnel records of Seller and the U.S. Subs other than the records of a person that may be hired by Purchaser, its Affiliates or the Iceland Entities that is set forth on Schedule 1.2(r); and (s) the property and assets listed on Schedule 5 of this Agreement; and (h) any other property, asset, rights and interests expressly excluded from the Property elsewhere in this Agreement1.2(s).

Excluded Assets. Notwithstanding anything to The following properties, rights, interests and assets (the contrary in this Section 1 or elsewhere in this Agreement, the property, assets, rights "Excluded Assets") will be retained by Seller and interests set forth below are expressly excluded from the Property its Affiliates and will in no way not be transferred to Purchaser (at the “Excluded Property”):Closing: (ai) all rights of Seller and its Affiliates under this Agreement; (ii) all cash, certificates of deposits and cash equivalents; (iii) all bank accounts and lockboxes and balances maintained therein by or on behalf of Seller and whether or not pertaining to Seller; (iv) of the issued and outstanding shares of capital stock of TCT and the corporate minute books and stock ledger of TCT; (v) subject to Section 6.03(a), all employee benefit plans, funds and accounts of Seller and its Affiliates including the Sequa Retirement Plan and associated trust and the Sequa 401(k) Plan and the associated trust; (vi) all properties, rights, interests and assets of whatever kind and nature of all of Chromalloy's divisions, subsidiaries and Affiliates, other than TCT and other than the Chromalloy Patents or other assets, if any, used in the Business which are not excluded under this Section 2.02(a); (vii) except as provided under Section 5.04, the names and trademarks "Sequa" and "Chromalloy" and related trademarks, corporate names and trade names incorporating "Sequa" or "Chromalloy" or any name or ▇▇▇▇ confusingly similar thereto and the stylized "Sequa" and "Chromalloy" logos, which are used by Seller as part of any trademark or trade name; (viii) those other assets, if any, whether or not used or held for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained use in connection with the ownership conduct of the PropertyBusiness, includingas agreed upon by Purchaser and Seller, without limitationand set forth on Schedule 2.02(a)(viii); (ix) except to the extent agreed to by the parties in accordance with Section 5.08, all rights with respect to corporate and other services provided to Seller by or on behalf of Chromalloy and Sequa before the Closing, including those arising out of master Sequa and Chromalloy programs, all as more particularly set forth on Schedule 2.02(a)(ix); (x) all of Seller's and its Affiliates' casualty, liability, workers' compensation and other insurance policies and programs, including those set forth on Schedule2.02(a)(x) (the "Retained Insurance Policies") and all claims, awards or rights, including rights of recovery, under any reserves maintained such insurance policies, including refunds of insurance premiums and proceeds thereof (excluding such amounts which are attributable to, or arise out of any claim related to any of the Purchased Assets or the Assumed Liabilities) and any prepaid insurance policies; (xi) all causes of action, claims, demands, rights and privileges against any Person, including warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Excluded Assets and Excluded Liabilities; (xii) the leased office space in TCT's name located in Jupiter, Florida and used by Seller an employee of Sequa (the "Excluded Office Lease"); (xiii) all Tax refunds and claims relating to Taxes paid by or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property on behalf of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, Seller's Tax Returns and Tax records and (B) all other books, records, manuals and other materials that (1) are maintained or held for use in connection with or otherwise relate to any Excluded Liability or Excluded Assets or (2)(x) were prepared in connection with the supplier or vendor under any other Service Contractssale of the Purchased Assets, (Cy) represent the tenant under personnel files of any Lease, (D) any employees, (E) the Manager (as hereinafter defined)employee that is not a Transferring Employee, or (Fz) are accounting records that do not relate exclusively to the Business; provided, however, that Purchaser shall be entitled to receive copies of any guests such materials as it reasonably deems necessary for its Tax, accounting, personnel or customers of the Propertylegal purposes; (c) any residences provided to employees of the Hotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (dxv) all rentsfinished goods, accounts receivables raw materials and other sums due work-in-process inventories associated with respect to the Property earned or attributable to the period prior to the Closing Date; (e) the hotel management business owned IR Energy Systems division of ▇▇▇▇▇▇▇▇▇-▇▇▇▇ and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, their associated entities as expressly more particularly described on Exhibit “A”; (g) other assets listed on in Schedule 5 of this Agreement2.02(a)(xv); and (hxvi) any other propertyall claims, assetcauses of action, demands, rights and interests expressly excluded from proceeds to which either Seller or Chromalloy may receive or may otherwise be entitled and which arise out of or otherwise relate to that certain demand for arbitration filed by Seller against IR Energy Systems, a division of ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company as more particularly described in Schedule 2.02(a)(xvi) as well as any related lawsuits, mediations, claims and proceedings relating thereto (collectively, the Property elsewhere in this Agreement"▇▇▇▇▇▇▇▇▇-▇▇▇▇ Claim").

Excluded Assets. Notwithstanding anything to Other than the contrary in this Section 1 or elsewhere in this AgreementPurchased Assets, the propertySeller is not selling, assetsand the Buyer is not purchasing, rights and interests set forth below are expressly excluded from any of the Property and will in no way following assets of the Seller or its Affiliates, all of which shall be transferred to Purchaser retained by the Seller or its Affiliates (collectively, the “Excluded PropertyAssets”): ): (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; its Affiliates’ cash and cash equivalents; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leases, (B) the supplier or vendor under any other Service Contracts that are not Assumed Contracts, (C) including the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Property; Excluded Contracts; (c) all Intellectual Property owned by the Seller or any residences provided to employees of its Affiliates other than the Transferred Intellectual Property, including the Intellectual Property set forth on Section 2.2(c) of the Hotel not located within Seller Disclosure Letter (collectively, the Real Estate and manager automobiles, all as listed on Schedule 5; “Excluded Intellectual Property”); (d) all rents, accounts receivables Owned Real Property and all Leased Real Property; (e) all machinery and equipment identified on Section 2.2(e) of the Seller Disclosure Letter; (f) all Inventory other sums due with respect than Finished Goods as of the Closing Date; (g) all Receivables as of the Closing Date to the Property earned or attributable extent relating to and arising in the period prior to the Closing Date; (e) the hotel management business owned and operated by the Manager; (f) any land and outparcels Date (and any cash received in respect of such Receivables whether prior to, on or after the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this AgreementClosing Date); and (h) any all IT Assets other property, asset, than as set forth in Section 2.1(l); (i) the assets identified on Section 2.2(i) of the Seller Disclosure Letter; and (j) all rights of the Seller under this Agreement and interests expressly excluded from the Property elsewhere Ancillary Agreements and all of the Seller’s interest in this Agreementthe capital stock of its Subsidiaries.

Excluded Assets. Notwithstanding anything to The Company expressly understands and agrees that the contrary in this Section 1 or elsewhere in this Agreement, following assets and properties of Visteon and its Affiliates (the property, assets, rights and interests set forth below are expressly "EXCLUDED ASSETS") shall be excluded from the Property and will in no way be transferred to Purchaser (the “Excluded Property”):Contributed Assets: (a) except for deposits and any cash on hand or in house banks for which Seller receives a credit pursuant to the terms of this Agreement, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Seller; (b) any fixtures, Personal Property, equipment or other property which is owned by (A) the lessor under any Equipment Leasesall accounts, notes and other receivables, (B) receivables billed or invoiced after the supplier Closing Date with respect to production or vendor under any other Service Contracts, service parts shipped by the Business to customers prior to the Closing and (C) the tenant under any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers of the Propertyall unbilled Ford accounts receivables for work-in-process tooling relating to Visteon's and its Affiliates' existing commercial arrangements with Ford and its Affiliates for Ford's vehicle programs; (cii) any residences provided all of Visteon's cash and cash equivalents on hand and in banks, except for Petty Cash (subject to employees the proviso in Section 2.01(vi)) and the ▇▇▇▇▇eds referred to in Section 2.01(viii) and (x); (iii) insurance policies, other than unearned insurance premiums attributable to the Business for the remainder of the Hotel not term of the insurance policies, and insurance proceeds, and rights, claims and causes of action with respect to any insurance proceeds, referred to in Section 2.01(ix); (iv) the contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments listed on Schedule 2.02(iv); (v) the engineering equipment located within at the Real Estate Visteon Product Assurance Center and manager automobilesthe Visteon Technical Center in Dearborn, all Michigan, except as listed on Schedule 52.02(v); (dvi) all rentsthe assets and property located at the Plants that are used primarily to support the businesses of Visteon and its Affiliates other than the Business, accounts receivables and other sums due with respect to the Property earned or attributable to the period prior to the Closing Dateas listed on Schedule 2.02(vi); (evii) all of the hotel management business owned and operated by the Manager; (f) any land and outparcels (and the improvements thereon) other than the Real Property, Intellectual Property Rights of Visteon except as expressly described on Exhibit “A”; (g) other assets listed on Schedule 5 of this Agreementprovided in Section 2.01(x); and (hviii) any other property, asset, rights Contributed Assets sold or otherwise disposed of in the ordinary course of business and interests expressly excluded not in violation of any provisions of this Agreement during the period from the Property elsewhere date hereof until the Closing Date. If any of the Excluded Assets are located at a Plant at the Closing, except as provided for in this the VPAC Agreement, the VTC Agreement or any other Contribution Agreement Transaction Document, Visteon shall, at the request of the Company delivered within 30 days of the Closing Date, promptly (and in any event within 180 days of such request (or, if a different time period is provided for in the Master Services Agreement, including the Statement of Work thereto, within such time period)) remove such Excluded Assets from the Plant. Such removal shall be at Visteon's sole cost and expense, and Visteon agrees to promptly reimburse the Company for any damage caused to any of the Contributed Assets as a result of such removal (or any removal of Excluded Assets from the Plants prior to the Closing) and to indemnify and hold the Company harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by the Company or any of its Affiliates as a result thereof.

Excluded Assets. Notwithstanding anything to the contrary in this Section 1 set forth herein, Seller shall reserve and retain, and Buyer shall have no interest or elsewhere in this Agreementrights in, to or under, any of the property, following properties and assets (such properties and assets, rights and interests set forth below are expressly excluded from the Property and will in no way be transferred to Purchaser (the “Excluded PropertyAssets”): (a) except for deposits all trade credits, accounts, receivables, instruments, general intangibles, and other proceeds, deposits, benefits, income or revenues attributable to the Properties (including from the sale of any cash on hand or in house banks Hydrocarbons) with respect to any period of time prior to the Effective Time, other than any Suspense Funds that are outstanding as of the Closing and for which Seller receives a credit pursuant an upward adjustment to the terms of this Agreement, all cash on hand or on deposit Purchase Price is made in any house bank, operating account or other account maintained in connection accordance with the ownership of the Property, including, without limitation, any reserves maintained by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of SellerSection 2.2(a)(iii)); (b) all rights and interests of Seller (or any fixtures, Personal Property, equipment or other property which is owned by of its affiliates) (Ai) the lessor under any Equipment Leasespolicy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (Bii) the supplier or vendor under any other Service Contractsbond, (Ciii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the tenant under extent relating to any Lease, (D) any employees, (E) the Manager (as hereinafter defined), or (F) any guests or customers condemnation of the PropertyProperties prior to the Closing; (c) all claims of Seller (or any residences provided of its affiliates) for refunds of, and any loss or credit carryovers or similar items with respect to, (i) Production Taxes attributable to employees any period of time prior to the Hotel not located within Effective Time, (ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the Real Estate and manager automobiles, all as listed on Schedule 5Excluded Assets; (d) all rentsof the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, accounts receivables patents, trade secrets, copyrights and other sums due with respect to the Property earned or attributable to the period prior to the Closing Dateintellectual property; (e) the hotel management business owned any items described on Schedule 1.2(e) and operated by the Managerall Retained Properties (as defined in Section 5.3(c)); (f) any land all vehicles, rolling stock and outparcels (drilling rigs, whether owned or leased, and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”all spare parts and tools; (g) all contracts and agreements relating to swaps, futures and other similar derivative-based transactions; (h) all master services agreements (including any purchase orders and work orders thereunder), field data collection agreements and similar contracts and agreements for the supply of services or products both to the Properties and to other properties, assets listed on Schedule 5 or businesses of this AgreementSeller; (i) all corporate, financial, Income Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of its affiliates’) legal counsel) and other business data and records of Seller that relate to Seller’s business generally (or the business of any of Seller’s affiliates); (j) all audit-related claims and audit-related obligations associated with the Properties by or against the Seller related to periods of time prior to the Effective Time; and (hk) all data and records relating to any sale of the Properties, including bids received from, and records of negotiations with, any person other property, asset, rights than Buyer and interests expressly excluded from the Property elsewhere in this Agreementany of its affiliates or representatives.

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary in this Section 1 or elsewhere in this Agreementcontrary, the propertySellers are not selling, assetsand the Buyer expressly understands and agrees that the Buyer is not buying, rights any assets and interests set forth below are properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the terms “Transferred Assets”, “Initial Closing Transferred Assets”, “Interim Closing Transferred Assets” and “Final Closing Transferred Assets” shall expressly excluded from exclude the Property following assets and will in no way properties of the Sellers and their Affiliates, all of which shall be transferred to Purchaser retained by the Sellers and their Affiliates (the “Excluded PropertyAssets”): (ai) except for deposits other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all cash, cash equivalents or marketable securities of the Sellers and any cash their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the applicable Closing Date), and any loans and advances by the Sellers; (iii) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (iv) except as set forth in house banks Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the applicable Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (v) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 2.01(a)(x), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the applicable Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which Seller receives a credit indemnification is sought by the Buyer pursuant to the terms Article IX; (ix) any interest of any Seller under this Agreement, all cash on hand any Companion Agreement and any other agreement, document or on deposit in any house bank, operating account or other account maintained instrument entered into in connection with the ownership of the Property, including, without limitation, any reserves maintained transactions contemplated by Seller or by Seller’s lender(s) or supplier(s) shall remain the sole and exclusive property of Sellerthis Agreement; (bx) any fixturesall personnel and employment records for employees and former employees of the Sellers, Personal Propertyincluding Business Employees, equipment or other property which is owned by except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the lessor under any Equipment Leases, Sellers; (B) any books and records relating primarily to the supplier or vendor under any other Service Contracts, Excluded Assets; (C) any books, records or other materials that the tenant under any LeaseSellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any employeessuch records, (E) they may do so and in such case they will provide the Manager (as hereinafter defined), or (F) any guests or customers of the PropertyBuyer with copies thereof; (cxii) any residences provided to employees and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the Hotel not located within the Real Estate goodwill and manager automobiles, all as listed on Schedule 5other intangible rights or assets associated therewith; (dxiii) all rentsany other assets, accounts receivables properties, rights, contracts and other sums due with respect to claims of the Property earned Sellers or attributable to their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the period prior to the Closing DateDisclosure Schedule; (exiv) any other assets, properties, rights, contracts and claims of the hotel management business owned and operated by Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the ManagerBusiness; (fxv) any land Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and outparcels (and the improvements thereon) other than the Real Property, as expressly described on Exhibit “A”Release under Section 5.16; (gxvi) other assets listed on Schedule 5 any Excluded Contract; (xvii) all Retained Assets as of this Agreementthe applicable Closing; and (hxviii) the Manufacturing Rights (and any and all ownership or other propertyproprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), asset, rights and interests expressly excluded from which are governed by the Property elsewhere in this Manufacturing Agreement.