Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in this Agreement, the Purchased following are not included in the Assets specifically exclude and not intended to be sold, assigned, transferred or conveyed to Purchaser hereunder (the following (collectively, the “"Excluded Assets”"): (a) assets primarily related to, or used primarily in connection with, Sellers' businesses other than the corporate sealsBusiness, booksincluding, accounting recordsbut not limited to, income Tax Returns of Seller the assets primarily related to, or used primarily in connection with, Sellers' avionics repair and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer overhaul business conducted at the Closing)Facility; (b) all credit card receipts except as set forth in Section 2.4, cash, cash equivalents and ATM purchases as of the Closingoverdrafts; (c) all accounts intercompany receivables and intercompany prepaid expenses, other than (i) trade receivables of Seller the Business for goods delivered in the ordinary course of business and payments processing due (ii) the intercompany note receivable between Ocean Systems and ELAC with respect to Seller as of cash in the Closing for services or products previously rendered or soldAlliedSignal German cash pool (the "Intercompany Note"); (d) Seller’s cash Books and cash equivalents (including marketable securities Records which Sellers are required by law to retain; provided, however, that in the event of such legal requirement, Sellers shall retain copies of such Books and short-term investments, if any) not included Records and deliver the original Books and Records to Purchaser unless Sellers are legally obligated to retain the original records in Target Working Capital Level (“Excluded Cash”)which case the copies of such Books and Records shall be provided to Purchaser; (e) the basic books and records of account and all refunds supporting vouchers, invoices and other records and materials relating to any or all income taxes of Taxes with respect Sellers; other than all such materials relating solely to the Business for Pre-Closing Tax Periodsand located at the Facility or at ELAC's headquarters in Kiel, Germany (the "ELAC Facility"); (f) the rights which accrue or will accrue except as granted pursuant to Seller and the Members under this Agreement and the Transactions; (gSection 1.1(d) any Contracts (i) relating right to insurance use any name or Benefit Planslogo of Sellers or any Affiliate or any confusingly similar variant or derivative thereof, (ii) set forth on Schedule 2.2(g) including but not limited to "Allied-Signal", "AlliedSignal", "Allied", "Allied Chemical," "Signal," "Bendix," "Bendix Oceanics" or (iii) which are otherwise not Assigned Contracts (collectively"Bendix Oceanics, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.Inc.";

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in this Section 1 or elsewhere in this Agreement, the Purchased Assets specifically exclude property, assets, rights and interests set forth below are expressly excluded from the following Property and will in no way be transferred to Purchaser (collectively, the “Excluded AssetsProperty”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller except for deposits and any records that cash on hand or in house banks for which Seller is required by applicable Law receives a credit pursuant to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision the terms of this Section 2.2 willAgreement, to all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the extent permitted ownership of the Property, including, without limitation, any reserves maintained by applicable Law, be provided to Buyer at Seller or by Seller’s lender(s) or supplier(s) shall remain the Closing)sole and exclusive property of Seller; (b) all credit card receipts and ATM purchases 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 ClosingProperty; (c) all accounts receivables of Seller and payments processing due any residences provided to Seller as employees of the Closing for services or products previously rendered or soldHotel not located within the Real Estate and manager automobiles, all as listed on Schedule 5; (d) Seller’s cash all rents, accounts receivables and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)other sums due with respect to the Property earned or attributable to the period prior to the Closing Date; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodshotel management business owned and operated by the Manager; (f) the rights which accrue or will accrue to Seller any land and outparcels (and the Members under this Agreement and improvements thereon) other than the TransactionsReal Property, as expressly described on Exhibit “A”; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth other assets listed on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)5 of this Agreement; and (h) any of Seller’s IP that is separately licensed to Buyer by other property, asset, rights and interests expressly excluded from the SB IP LicenseProperty elsewhere in this Agreement.

Excluded Assets. All other assets owned by each Seller, except the Purchased Assets, shall be retained by such Seller and shall not be sold, assigned or transferred to Purchaser (the "EXCLUDED ASSETS"). Notwithstanding any other provision herein to the contraryprovisions of Section 2.01, the Purchased Assets specifically exclude shall not include any of the following (collectivelyassets, the “properties and rights of any Seller all of which shall be deemed Excluded Assets”):: (a) all cash on hand (other than the corporate sealsDeposits) and in financial institutions, bookscash equivalents, accounting records, income Tax Returns of Seller marketable securities and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)bonds; (b) all credit card receipts and ATM purchases claims for refunds and/or credits for Taxes (as of the Closingdefined herein); (c) all accounts receivables the minute books and tax returns of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldsuch Seller; (d) Seller’s cash and cash equivalents the Contracts listed or described in SCHEDULE 2.02(d) (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”the "EXCLUDED CONTRACTS"); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to such Seller and the Members under this Agreement Agreement; (f) the assets, rights and the Transactionsclaims listed in SCHEDULE 2.02(f); (g) any Contracts subject to Section 2.01(j), all insurance policies and rights and claims thereunder arising from events, matters, conditions arising prior to the Closing Date and which have not been assigned to Purchaser pursuant to Article XII; (h) such Seller's trademarks, trade names, service marks, service names, logos and similar rights and all other intellectual property (except as set forth in Section 2.01); (i) relating copies of the documents referred to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”in Section 2.01(e); and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall System Employee Benefit Plans.

Excluded Assets. Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and sale contemplated hereby (the "Excluded Assets") and, as such, are not included in the Purchased Assets: (i) all cash, cash equivalents and securities; (ii) all prepaid or deferred Taxes or any other provision herein to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):Tax assets; (aiii) all interests in real estate or any leased real property; (iv) Seller's rights under or pursuant to this Agreement and the corporate seals, booksother agreements contemplated hereby; (v) Seller's general ledger, accounting records, income Tax Returns, stock and minute books and corporate seal; provided that Buyer shall be given copies of the general ledger, Tax Returns of Seller and the Members, accounting records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any as such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller documents exist as of the Closing for services or products previously rendered or soldDate; (dvi) Seller’s cash any right to receive mail and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“other communications addressed to Seller relating exclusively to the Excluded Cash”)Assets or the Excluded Liabilities; (evii) except as provided in Section 2.1(a)(xii), all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodsaccounts or notes receivable; (fviii) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsexcept as provided in Section 2.1(a)(xiii), all inventories; (gix) except for the Assigned Contracts, all contracts, agreements and arrangements of Seller, including, without limitation, any Contracts contract, agreement or arrangement related to the distribution of Seller's products or services (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded "Distribution Contracts”"); and (hx) any of Seller’s IP that is separately licensed to Buyer by all assets expressly listed on the SB IP License"Excluded Assets Schedule" hereto.

Excluded Assets. Notwithstanding Seller shall not sell, convey, transfer or assign to Buyer, and Buyer shall not purchase or acquire from Seller, any other provision herein to the contrary, the Purchased Assets specifically exclude of the following assets (collectively, the “Excluded Assets”):), which shall remain the sole and exclusive property of Seller: (a) all insurance policies relating to Seller’s business, Facility or the corporate seals, books, accounting records, income Tax Returns of Seller Assets and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)rights thereunder; (b) all credit card receipts cash, cash equivalents and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due earned for the period prior to Seller as of the Closing for services or products previously rendered or sold; Date and all deposits (d) Seller’s cash other than the Resident Deposits and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes any refundable deposits held by Seller with respect to any commercial spaces in the Business for Pre-Closing Tax Periods; Facility which are leased to third parties), bank accounts, checking accounts, ▇▇▇▇▇ cash, computer software programs (f) the rights which accrue or will accrue unless such software is proprietary to Seller or unless the licenses with respect to any non-proprietary software are not assigned, at Buyer’s election, to Buyer at Closing), utility deposits or interest thereon, and Wenatchee, Washington central office equipment and personal property located in Seller’s Wenatchee, Washington central office or in the corporate office of Seller’s Manager (as defined below), a list of which is attached hereto as Exhibit 1.2(b) (the “Corporate Assets”), or insurance or tax reserves relating to the Assets being sold pursuant hereto, and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth other assets disclosed on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”Exhibit 1.2(b); and (hc) any refunds of Seller’s IP that is separately licensed real estate taxes allocated to Buyer by the SB IP Licenseperiod prior to the Closing if, and to the extent, the Purchase Price was not prorated therefor.

Excluded Assets. Notwithstanding any other provision herein to Section 2.01, Purchaser and Seller expressly understand and agree that the contrary, following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):: (a) the corporate seals, books, accounting records, income Tax Returns of Seller Alpha Operations and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)all Alpha Assets; (b) all credit card receipts and ATM purchases as of Contracts that are not Assumed Contracts, including the ClosingContracts listed on SCHEDULE 2.02(b); (c) all accounts receivables of Seller Alpha IP Assets and payments processing due to Seller as of all Intellectual Property Assets other than the Closing for services or products previously rendered or soldNon-Alpha Transferred IP Assets; (d) the accounting records and Tax Returns of Seller’s cash , PROVIDED that Purchaser shall have access to and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)be provided with copies of all accounting records of Seller relating to the Business pursuant to Section 5.05; (e) all refunds of Taxes with respect to cash and cash equivalents on hand and in banks on the Business for Pre-Closing Tax PeriodsDate; (f) all accounts receivable arising out of the rights which accrue ordinary course of the Business on or will accrue prior to Seller and the Members under this Agreement and the TransactionsClosing; (g) any Contracts (i) relating to insurance or all of Seller's Employee Benefit Plans, Employee Pension Benefit Plans and Benefit Arrangements which cover the employees of the Business; (iih) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all insurance contracts in effect as of the date of this Agreement insuring the Purchased Assets; and (hi) any all Equipment which was ordered after October 27, 1997 without the prior written approval of Seller’s IP that is separately licensed to Buyer by Purchaser and all Equipment on order as of the SB IP LicenseClosing Date which was ordered after October 27, 1997 without the prior written approval of Purchaser.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude shall not include the following property or assets and any other property or assets not described in Section 2.1, of the Sellers (collectively, the “"Excluded Assets”"): (a) cash (including all cash residing in any collateral cash account securing any obligation or contingent obligation of the corporate sealsSellers), bookscash equivalents and bank deposits, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, subject to the extent permitted by applicable Law, be provided to Buyer at the ClosingBuyer's rights under Section 2.1(e); (b) all credit card receipts and ATM purchases certificates of deposit, shares of stock (subject to Section 2.1(h)), securities, bonds, debentures, evidences of indebtedness (excluding the Sellers' accounts receivable as of the ClosingClosing Date), including, without limitation, interests in any Person owned by any Seller, including, but not limited to, the equity interests owned in the Sellers and the Excluded Subsidiaries; (c) all accounts receivables rights to any Tax refunds of Seller and payments processing due to Seller as any of the Closing for services Sellers, whether such refund is received as a payment or products previously rendered or soldas a credit against future Taxes; (d) Seller’s cash the Sellers' causes of action, choses of action and cash equivalents (including marketable securities rights of recovery pursuant to Sections 544 through 550 and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)Section 553 of the Bankruptcy Code and any other avoidance actions under any other applicable provisions of the Bankruptcy Code; (e) all refunds of Taxes subject to Sections 7.4(c) and 7.18(b), the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with respect registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the Business for Pre-Closing Tax Periodsorganization, maintenance, and existence of the Sellers as a corporation or a limited liability company, as the case may be, any books, records or the like of the Sellers; (f) all of the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsassets set forth on Schedule 2.2; (g) all of the agreements to which any Contracts of the Sellers is a party which are not Assumed Agreements and any and all customer deposits, customer advances and credits and security deposits related to any such agreements which are not Assumed Agreements; (h) the rights of each Seller under this Agreement and any other agreements between any of the Sellers and the Buyer or any of its Affiliates; (i) all of the real, personal, tangible or intangible property (including Intellectual Property) or assets owned by the Excluded Subsidiaries except to the extent that such property or assets relate to the Operating Business; (j) any and all prepaid workers compensation premiums (other than the portion relating to insurance or Benefit Plans, the Transferred Employees); (iik) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all intercompany receivables owed to the Sellers; and (hl) claims against current or former directors, officers or other employees of, or agents, accountants or other advisors of or to, any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSellers.

Excluded Assets. Notwithstanding any other provision herein anything in Section 2.1 to the contrary, and subject to the Purchased Assets specifically exclude Services Agreement, Seller will retain ownership of the following assets (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related All hedging agreements to corporate governance of Seller and any records that which Seller is required by applicable Law to retain in its possession (provided that a copy party or under which any of any such records that the assets or properties of the Business are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)bound; (b) all credit card receipts All of Seller’s cash, cash equivalents and ATM purchases as of accounts receivable other than accounts receivable related to the ClosingAcquired Assets; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldAll Loans in Inventory; (d) Seller’s cash All Seller Warehouse Facilities and cash equivalents (including marketable securities any similar liquidity or financing arrangements and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)Contracts arising therefrom; (e) all refunds All Contracts of Taxes with respect to Seller, including those listed on Schedule 2.2(e), other than the Business for Pre-Closing Tax PeriodsAssumed Contracts; (f) All Licenses to the rights which accrue or will accrue extent not transferable (provided, that any licenses that are not so transferable shall be terminated when no longer necessary to Seller and wind down the Members under this Agreement and the TransactionsBusiness); (g) All refunds, credits and offsets with respect to Taxes paid or to be paid by Seller relating to any Contracts Pre-Closing Tax Period; (h) The Organizational Documents and Tax Returns of Seller; (i) relating Seller’s rights under any Transaction Document; (j) All insurance policies of Seller (other than those described in Section 2.1(k)) and all rights to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)applicable claims and proceeds thereunder; and (hk) any The other assets set forth on subsection (k) of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSchedule 2.2.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude shall not include the following assets (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller Cash and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Cash Equivalents; (b) all credit card receipts accounts or notes receivable held by Seller, and ATM purchases as any security, claim, remedy or other right related to any of the Closingforegoing (“Accounts Receivable”); (c) all accounts receivables of Seller and payments processing due to Seller as of Contracts, including Intellectual Property Licenses, that are not Assigned Contracts (the Closing for services or products previously rendered or sold“Excluded Contracts”); (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsBenefit Plans and assets attributable thereto; (f) the assets, properties and rights specifically set forth on Section 2.02(d) of the Disclosure Schedules; (g) the rights which accrue or will accrue to Seller and under the Members under this Agreement and the TransactionsTransaction Documents; (gh) any Contracts Excluded Patents; (i) Retained Patents, provided that Seller Parent shall grant an exclusive license to Buyer Parent or its designee pursuant to the License Agreement; (j) all insurance benefits to Seller, including rights and proceeds, arising prior to the Closing from or relating to insurance the Business, the Purchased Assets or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)the Assumed Liabilities; and (hk) all rights to any Actions of Seller’s IP any nature available to or being pursued by Seller to the extent related to the Business and to the extent related to actions or omissions prior to the Closing, whether arising by way of counterclaim or otherwise, except to the extent that is separately licensed to Buyer by such rights are associated with the SB IP LicenseAcquired Patents.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude shall not include the following assets (collectively, the “Excluded Assets”): (a) the Sellers’ corporate seals, organizational documents, minute books, accounting recordsstock books, income Tax Returns Returns, general ledger and other records having to do with the corporate organization of Seller the Sellers (the “Excluded Books and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the ClosingRecords”); (b) all credit card receipts right, title and ATM purchases as interest in and to the equity interests or capital stock of any of the ClosingSellers and OPKO Health; (c) all accounts receivables of Seller cash and payments processing due to Seller as of the Closing for services or products previously rendered or soldcash equivalents; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) assets held by the Sellers which do not included in Target Working Capital Level (“Excluded Cash”relate exclusively to the Business or the Products being those assets listed on Schedule 2.2(d); (e) all refunds employment and other records required by law to be maintained by the Sellers including the VAT Records, provided that in such case, the Sellers shall provide copies of Taxes with respect any such records which relate to the Business for Pre-Closing Tax Periodsto the Buyer upon the request of the Buyer; (f) Employee Benefit Plans for the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsSellers’ employees; (g) any Contracts (i) relating rights in and to insurance or Benefit Plansthe Sellers’ website and domain names, (ii) set forth trademarks, service marks, trade dress, logos, trade names, and corporate names not specifically included on Schedule 2.2(g2.1(a)(ii), together with all translations, adaptations, derivations, and combinations, applications, registrations, and renewals relating thereto; (h) or (iii) which are otherwise not Assigned Contracts (collectively, “all of Sellers’ rights and interests under the Excluded Contracts”); and (hi) any all of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSellers’ rights and interests under * Purchase Orders and the * Invoices.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude the following properties, assets and rights which are otherwise a part of Seller’s Table Games Business (collectively, the “Excluded Assets”):) are expressly excluded from the Transaction, and, as such, are not included in the Purchased Assets: (ai) the corporate sealsany cash, bookscash equivalents, accounting recordsor (except as set forth in Section 2.3), income Tax Returns of Seller and the Members, records related to corporate governance of any accounts receivable held by Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)accounts receivable; (bii) all credit card receipts stock and ATM purchases as of the Closingother ownership interests in Seller; (ciii) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldReal Property; (div) Seller’s cash corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and cash equivalents (including marketable securities other identification numbers, seals, minute books, stock transfer books and short-term investmentsblank stock certificates and other documents relating solely to the organization, if any) not included in Target Working Capital Level (“Excluded Cash”)maintenance and existence of Seller as a corporation; (ev) all claims for and rights to receive Tax refunds of Taxes relating to Seller’s Table Games Business with respect to taxable periods preceding the Effective Date, and Tax returns relating to Seller’s Table Games Business for Pre-Closing Tax Periodswith respect to taxable periods preceding the Effective Date, and any notes, worksheets, files or documents relating thereto; (fvi) Seller’s rights under or pursuant to this Agreement, the rights which accrue or will accrue to Seller Related Agreements, and the Members under this Agreement Schedules attached hereto and the Transactionsthereto; (gvii) Seller’s ownership of and rights in and to any Contracts (i) System, and the licenses, Intellectual Property, royalties, agreements, customers, and accounts relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)any System other than to any of same that also relate to Game Manager and Aquarius ; and (hviii) any all other assets and properties of Seller’s IP that is separately licensed to Buyer by Seller specifically listed and/or described on the SB IP LicenseExcluded Assets Schedule.

Excluded Assets. Notwithstanding any other provision herein to the contrary, The following assets and properties shall be excluded from the Purchased Assets specifically exclude (the following (collectively, the “"Excluded Assets”"): (a) bank accounts, bank deposits, cash and cash equivalents, and securities of Seller at Closing; (b) the individual and personal property specifically set forth on Section 2.02(b) of the Disclosure Schedules; (c) the corporate seals, organizational documents, minute books, accounting stock books, Tax Returns, or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, income Tax Returns other than personnel files of Seller and the MembersTransferred Service Providers, records related to corporate governance of Seller and any other books and records that which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldretain; (d) Seller’s cash all insurance policies of Seller and cash equivalents (including marketable securities all rights to applicable claims and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)proceeds thereunder; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsBenefit Plans and trusts or other assets attributable thereto; (f) all Tax assets (including duty and Tax refunds and prepayments) of Seller; (g) any Mislabeled Packaging that remains after the rights receipt by Buyer of properly labeled replacement packaging; (h) the rights, if any, which accrue or will accrue to Seller and under the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Transaction Documents; and (hi) any Expected returns or refunds of Seller’s IP payment to the Company specifically set forth on Section 2.02(i) of the Disclosure Schedules, that is separately licensed will be paid directly to Buyer Seller at Closing by the SB IP Licensesuch party, or if such expected returns or refunds are received by Buyer, shall be forwarded outright to Seller within five business (5) days after such funds have been received and cleared.

Excluded Assets. Notwithstanding any other provision herein to the contrarygenerality of Section 2.01, the Purchased following assets are not a part of the sale and purchase contemplated by this Agreement and are excluded from the Assets specifically exclude (the following (collectively, the “"Excluded Assets”"): (a) the corporate sealsRejected Contracts, booksall Rejected Contracts Receivables, accounting recordscash in the project bank accounts relating to Rejected Contracts or Completed Contracts (not to exceed $50,000 per Rejected Contract or Completed Contract) and drawings related to, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, equipment specifically purchased pursuant to the extent permitted by applicable Lawrequirements of, be provided to Buyer at the Closing)Rejected Contracts; (b) the Completed Contracts and all credit card receipts Completed Contracts Receivables and ATM purchases as of drawings related to the ClosingCompleted Contracts; (c) all accounts receivables inventory and supplies disposed of Seller and payments processing due or exhausted prior to Seller as of the Closing for services Date in the ordinary course of Sellers' Business and Assets transferred or products previously rendered or solddisposed of in accordance with Section 5.03(e); (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”those other assets of Sellers set forth on Schedule 2.02(d); (e) the Special Project Claims and any avoidance claims available to Sellers under Chapter 5 of the Bankruptcy Code and all refunds of Taxes with respect claims relating to the Business for Pre-Closing Tax PeriodsExcluded Liabilities; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsShare Consideration; (g) any Contracts the Cash Consideration; (h) the Excluded Subsidiary Stock; (i) relating to insurance or Benefit Plans, items characterized as "deferred income taxes" on the March 31 Balance Sheet and the Closing Balance Sheet; (iij) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)the ESOP and the ESOP Note; and (hk) any other assets excluded by mutual written agreement of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseparties.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the The Purchased Assets specifically exclude shall not include, Seller shall not sell, transfer or assign to Buyer and Buyer shall not purchase or acquire from Seller, the following (collectively, the “properties and assets expressly excluded by this Section 1.2 being referred to herein as the "Excluded Assets”"): (a) the corporate sealsany of Seller's real property, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and leasehold rights thereto or any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)fixtures or improvements thereon; (b) all credit card receipts and ATM purchases as any of Seller's manufacturing equipment (to the Closingextent not included in the Purchased Assets under Section 1.1(g)); (c) all accounts receivables any of Seller Seller's cash, bank deposits and payments processing due to Seller similar bank items existing as of the opening of business on the Closing for services or products previously rendered or soldDate; (d) any of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)'s accounts receivable or other accounts existing as of the opening of business on the Closing Date; (e) all refunds any claim, right or interest of Taxes Seller in and to any refund for Taxes, together with respect any interest due Seller thereon, for any periods prior to the Business for Pre-Closing Tax PeriodsDate; (f) the rights which accrue all assets attributable or will accrue related to Seller and the Members under this Agreement and the Transactionsany Benefit plan; (g) any all of Seller's rights under all contracts and agreements which are not Contracts or Licenses (each as defined herein) (the "Excluded Contracts"); (h) all of the rights, claims or causes of action of Seller against third Persons to the extent they relate to Excluded Assets or Excluded Liabilities (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) any asset of Seller which are otherwise is not Assigned Contracts (collectively, “Excluded Contracts”)among the Purchased Assets; and (hj) any all of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseitems listed on Schedule 1.2(j).

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the following assets shall not be included among the Purchased Assets specifically exclude and shall be excluded from the following (collectively, the “Excluded Assets”):sale and transfer provided in this Agreement: (a) the corporate sealsassets, booksrights, accounting records, income Tax Returns Contracts and business of Seller and Seller's Bosnia operations described in Schedule 1.2(a) (the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"Bosnia Assets"); (b) all credit card receipts Seller's records relating to its partnership functions (including, but not limited to, certificate of limited partnership, taxpayer and ATM purchases as of other identification numbers, Income Tax records, seals and minute books), other than those related to the ClosingPurchased Assets or the Assumed Liabilities; (c) all accounts receivables rights of Seller under this Agreement and payments processing due to Seller as of the Closing for services or products previously rendered or soldinstruments and documents executed in connection herewith; (d) Seller’s cash all rights and cash equivalents (including marketable securities and short-term investmentsinterests of Seller in Sand Express, if any) not included in Target Working Capital Level (“Excluded Cash”)L.P.; (e) all refunds powers of Taxes with respect attorney, safety deposit boxes and Contracts relating to the Business for Pre-Closing Tax Periodsengagement by Seller of investment bankers, accountants and legal counsel; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsthose certain notes receivable listed in Schedule 1.2(f) hereto; (g) the Policies; (h) all Claims for Income Tax refunds arising from any Contracts (i) relating to insurance Income Taxes paid by Seller or Benefit Plans, (ii) set forth on Schedule 2.2(g) its partners for any period or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)portion thereof; and (hi) any all rights and obligations of Seller’s IP that is separately licensed Seller under the Supply and Noncompete Agreement, dated December 29, 2000, by and between Seller and Pavestone Company. The specific assets described in this Section 1.2 are hereinafter sometimes collectively referred to Buyer by as the SB IP License"Excluded Assets."

Excluded Assets. Notwithstanding any other provision anything herein to the contrary, the Purchased Assets specifically exclude Seller will retain and will not transfer, convey, assign or deliver to Buyer, and Buyer will not acquire any right, title or interest in or to any one or more of the following (collectively, the “Excluded Assets”): (a) Available Cash and accounts receivable; (b) The assets of Icagen-T located in Tucson, Arizona, as more fully described in Section 2.2(b) of the Disclosure Schedule; (c) the equity of Icagen-T owned by Seller; (d) all Contracts that are not Assumed Contracts; (e) Seller’s corporate sealsseal, organizational and governing documents, minute books, accounting recordsstock transfer books, income Tax Returns and other documents relating solely to the organization, maintenance and existence of Seller as a corporation; (f) Seller’s Tax identification numbers and the Members, records related to corporate governance Tax Returns; (g) any rights (including indemnification) and claims and recoveries under any Proceeding of Seller against third parties, solely to the extent relating to any one or more (i) Excluded Assets or (ii) Excluded Liabilities; (h) copies of any personnel records and any other business records with respect to the Business that Seller is required by applicable Law to retain in its possession (provided that a copy with copies of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be being provided to Buyer at the Closing); (bi) all credit card receipts the consideration to be received by Seller, and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsother rights, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsAncillary Agreements; (gj) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all Employee Plans and assets attributable thereto; and (hk) any those assets listed on Section 2.2(k) of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseDisclosure Schedule.

Excluded Assets. Notwithstanding any other provision herein to the contraryprovisions of Section 1.1, it is hereby agreed that the Purchased Assets specifically exclude shall not include, and the Seller is not selling to the Buyer, and the Buyer is not purchasing or acquiring from the Seller, the following assets to the extent they exist on the Closing Date (collectivelythe assets expressly excluded by this Section 1.2, collectively the “Excluded Assets”): (a) all account receivables generated by or pertaining to the corporate sealsBusiness, booksincluding, accounting recordswithout limitation, all receivables, credits, offsets, tax refunds or reimbursements (other than with respect to federal, state or local income Tax Returns taxes for periods prior to the Closing Date), claims, and such other rights, together with all accrued interest thereon existing as of the close of business on the Closing Date (collectively the “Excluded Accounts Receivable”); the Excluded Accounts Receivable of Seller and as of the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain Closing Date are set forth in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the ClosingSchedule 1.2(a); (b) all credit card receipts cash and ATM purchases cash equivalents of Seller existing as of the Closingclose of business on the Closing Date; (c) all accounts receivables contracts, agreements, leases, commitments, arrangements or understandings, written or oral, of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldnot specifically identified on Schedule 1.1(b); (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)Medicare provider number; (e) all refunds of Taxes with respect the corporate minute books, capital stock ledger and, to the Business for Pre-extent excluded by Section 1.1(f), purely corporate records of Seller; provided, however, that, on or prior to the Closing Tax Periods;Date, Seller shall provide to Buyer copies of all such corporate records; and (f) the rights which accrue or will accrue any assets Buyer elects not to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) acquire set forth on in Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License1.2.

Excluded Assets. Notwithstanding The Parties acknowledge and agree that Seller is not selling, conveying, transferring, assigning or delivering any other provision herein rights whatsoever to the contraryExcluded Assets to Purchaser, and Purchaser is not purchasing, taking delivery of or acquiring any rights whatsoever to the Purchased Excluded Assets specifically exclude from Seller. Without limiting the foregoing, Purchaser expressly acknowledges it is not acquiring any rights whatsoever to, and the following (collectively, are included within the definition of “Excluded Assets”):: (a) the corporate sealsExcluded Intellectual Property, books, accounting records, income Tax Returns including the Seller Brands thereof and any other logos or Trademarks of Seller and not included in the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Product Intellectual Property; (b) all credit card receipts any cash and ATM purchases cash equivalent balances of Seller as of the ClosingClosing Date; (c) all accounts receivables any fees and expenses pre-paid by Seller (i) under any Contract that is not an Assigned Contract, or (ii) with respect to the registration of Seller and payments processing due any of Seller’s Intellectual Property other than the Product Intellectual Property, or (iii) otherwise for the period prior to Seller as of the Closing for services or products previously rendered or soldDate to the extent not included in Section 2.1(b)(iv); (d) Seller’s cash any minute books, Tax Returns or other corporate documents or books and cash equivalents (including marketable securities and short-term investments, if any) records of Seller that are not included in Target Working Capital Level (“Excluded Cash”)the Product Records; (e) all refunds any claim, right or interest of Taxes with respect Seller in and to the Business any Tax refund or credit for Pre-Closing Tax Periodsany period; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsany Contracts set forth on Schedule 4.11(b); (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise inventory not Assigned Contracts (collectively, included in the definition of “Excluded ContractsInventory”); and (h) any of Sellerequipment located at Parent’s IP that is separately licensed facilities in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ used to Buyer by the SB IP Licensestore stability samples or to test such samples.

Excluded Assets. Notwithstanding any other provision herein The assets of Seller being excluded from the Assets sold, conveyed and transferred to the contrary, the Purchased Assets specifically exclude the following Purchaser (collectively, the “"Excluded Assets”):") are the following: (a) the corporate charter, qualifications to conduct business as a foreign corporation, taxpayer identification numbers, seals, minute books, accounting recordsstock transfer books, income Tax Returns blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that as a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)corporation; (b) all credit card receipts portions of all books, records, ledgers, files, documents and ATM purchases as of the Closingcorrespondence which relate solely or in part to Excluded Assets or Excluded Liabilities; (c) all accounts receivables of Seller Seller's right, title and payments processing due interest in, to Seller as of and under this Agreement, the Closing for services or products previously rendered or soldAncillary Agreements and all related documents; (d) Seller’s cash all claims, causes of action, counterclaims, and cash equivalents (including marketable securities and short-term investmentsproceeds of insurance which relate to Excluded Liabilities or Excluded Assets, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth each case as listed on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.3(d); and (he) any an amount of cash, if any, equal to the difference between (i) $450,000, and (ii) (A) the amount of Seller’s IP 's costs and expenses incurred with respect to this Agreement, the Ancillary Agreements, the Merger Agreement and all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby, plus (B) the amount of Purchaser's fees and expenses which are payable to ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ & Handler, LLP ("KS"); provided, however, that is separately licensed for purposes of this calculation, the amount payable to Buyer by the SB IP LicenseKS may not exceed $75,000.

Excluded Assets. Notwithstanding any other provision herein The Seller is not selling, assigning, transferring or conveying to the contraryBuyer any assets, rights or properties of the Seller not specifically referred to in Section 1. 1. Without limiting the foregoing, the Purchased Assets specifically exclude following assets, rights and properties are excluded from the following transactions contemplated in this Agreement (collectively, the “"Excluded Assets”"): (a) the corporate sealsSeller's cash and bank accounts other than cash on hand at the Centers which, booksthough not included in the Assets, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, will be made available to the extent permitted Buyer and accounted for in the adjustments contemplated by applicable Law, be provided to Buyer at the ClosingSection 3.2(b); (b) all credit card receipts and ATM purchases as the Seller's accounts receivable including, without limitation, intra-company accounts receivable from other divisions of the ClosingSeller and accounts receivable from subsidiaries and affiliates of the Seller and amounts owed to the Seller by or claims by the Seller against third parties, including any right or claim to refunds or deposits (other than those for which the Seller is reimbursed by the Buyer pursuant to Section 3.2(b); (c) subject to the provisions of Section 7.1, any right, title and interest in and to the trade name "Nabi" and all accounts receivables of Seller related trademarks, service marks and payments processing due to Seller as of the Closing for services or products previously rendered or soldother registrations; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect subject to the Business provisions of Section 7.5, and except for Prethe Transferred Intellectual Property, all intellectual property, software, patents, trade secrets, know-Closing Tax Periods; how and other information proprietary to the Seller (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”"Retained Intellectual Property"); and (he) any the Seller's rights and obligations arising out of Seller’s IP or related to that is separately licensed to Buyer by certain Plasma Purchase Agreement between the SB IP LicenseSeller and Bayer Corporation dated as of 1 January 1995, as amended (the "Bayer Supply Agreement").

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing Section 1.1(a), the Purchased Assets specifically exclude the following properties, assets, rights and interests (collectively, the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and are therefore not included in the Purchased Assets: (ai) cash, cash equivalents, certificates of deposit, marketable securities and similar items of the corporate Sellers; (ii) Charter Documents, qualifications to conduct business as a foreign company, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, accounting recordsstock transfer books and blank stock certificates and other documents relating to the organization, income maintenance and existence of the Sellers; (iii) all Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession notes, worksheets, files or documents relating thereto (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, subject to the extent permitted by applicable Law, be provided Buyers’ rights to Buyer at the Closingcopies thereof); (biv) all credit card receipts and ATM purchases as rights of the ClosingSellers under or pursuant to any Transaction Document; (cv) all accounts receivables of Seller any Books and payments processing due Records that the Sellers are required by Law to Seller as retain, subject to the right of the Buyers to copies of, and, for a period of seven (7) years from the Closing for services or products previously rendered or soldDate, access to, such Books and Records; (dvi) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all capital stock or other equity interests of the Sellers; (evii) all claims for and rights to receive Tax refunds relating to the Tax obligations of Taxes the Business due and paid prior to the Closing Date with respect to taxable periods ending prior to the Business for Pre-Closing Tax PeriodsDate; (fviii) all rights to refunds of prepaid insurance that was paid for by the rights which accrue or will accrue AUC Entities prior to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Closing; and (hix) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseother properties, assets, rights and interests set forth in Schedule 1.1(b) attached hereto.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude following assets of the following Debtor (collectively, the “Excluded Assets”):) are excluded from the Purchased Assets: (a) all cash or cash equivalents and all notes and all outstanding accounts receivable of the corporate sealsDebtor as of the Closing Date, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this except for items included under Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing2.1(j); (b) all credit card receipts and ATM purchases as any bank or brokerage accounts of the ClosingDebtor; (c) original copies of all accounts receivables of Seller minute books, non-classified records, stock ledgers and payments processing due to Seller as Tax records of the Closing for services Debtor, and any other materials that the Debtor or products previously rendered or soldits subsidiaries (other than Debtor Sub) are required by Law to retain; (d) Seller’s cash the shares of the capital stock of the Debtor and cash equivalents its subsidiaries (including marketable securities and short-term investments, if anyexcept as set forth in Section 2.1(f) not included in Target Working Capital Level (“Excluded Cash”above); (e) all refunds of Taxes with respect to the Business certificates for Pre-Closing Tax Periodsinsurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof, other than as described in Section 2.1(i); (f) all claims for refund of Taxes and other governmental charges of whatever nature arising out of the rights which accrue Debtor’s operation of the Business or will accrue ownership of the Purchased Assets prior to Seller and the Members under this Agreement and the TransactionsClosing; (g) all rights of the Debtor under this Agreement, the Ancillary Agreements and any Contracts other documents, instruments or certificates executed in connection with the transactions contemplated by this Agreement; (ih) relating any Intellectual Property not related to insurance or Benefit Plansthe Business, (ii) set forth including the Intellectual Property identified on Schedule 2.2(g2.2(h) or (iii) which are otherwise not Assigned Contracts (collectively, the “Excluded ContractsIntellectual Property”); and (hi) any for the avoidance of Seller’s IP doubt, all business, assets, Intellectual Property and other property of the Seller or Debtor and their Affiliates that is separately licensed are not included in the Business, including those related to Buyer by the SB IP LicenseDeep Packet Inspection application platform business of Debtor.

Excluded Assets. Notwithstanding any other Any provision herein of this Agreement to the contrarycontrary notwithstanding, the Purchased Assets specifically exclude the following (collectively, the “"Excluded Assets”):") shall not be included in the Purchased Assets and shall not be sold or assigned by Sellers to Purchaser pursuant to this Agreement: (a) the corporate seals, minute books, accounting recordsstock books, income Tax Returns corporate seals and other corporate records of Seller Sellers relating to their respective organization and the Membersexistence; provided, however, that after execution of this Agreement, Sellers shall, on request by Purchaser, provide copies of such books, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are other materials not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be previously provided to Buyer at the Closing)Purchaser; (b) all credit card receipts and ATM purchases as any assets or properties of the ClosingSellers described on attached Schedule 2.2(b); (c) all accounts receivables Tax Returns of Seller and payments processing due Sellers; provided, however, that after execution of this Agreement, Republic shall, on request by Purchaser, provide copies of such Tax Returns not previously provided to Seller as of the Closing for services or products previously rendered or soldPurchaser; (d) any capital stock owned beneficially or of record by any Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds causes of Taxes with respect to actions and recoveries, in each case under chapter 5 of the Business for Pre-Closing Tax Periods;Bankruptcy Code; and (f) the rights which accrue or will accrue to Seller real property associated with the Excluded Plants and the Members under this Agreement and the Transactionsother real property set forth on Schedule 2.2(f); (g) except as otherwise specifically provided herein, any Contracts Contract associated with any Employee Benefit Plan; (ih) relating any refunds or refunded pre-payments related to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise the Insurance Policies not Assigned Contracts (collectively, “Excluded Contracts”acquired by Purchaser pursuant to Section 2.1(q); and (hi) all air emissions credits and allowances Sellers have, are entitled to or have applied for, including any of Seller’s IP such air emissions credits and allowances that is separately licensed Sellers have credit for or have banked, applied to Buyer by bank or agreed to sell or trade, to the SB IP Licenseextent not conveyed pursuant to Section 2.1(t).

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 1.2 or elsewhere in this Agreement, the Purchased Assets specifically exclude following assets of the following Seller (collectively, the “Excluded Assets”"EXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing Date (as defined in Section 2.1): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)cash; (b) all credit card receipts and ATM purchases as any account receivable, note receivable or other receivable of the ClosingSeller from the Seller Parent, from any related Person of the Seller or any related Person of the Seller Parent; (c) all accounts receivables of Seller minute books, stock records and payments processing due to Seller as of the Closing for services or products previously rendered or soldcorporate seals; (d) Seller’s cash all personnel records and cash equivalents (including marketable securities and short-term investments, if any) not included other records that the Seller is required by law to retain in Target Working Capital Level (“Excluded Cash”)its possession; (e) all refunds rights of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller under this Agreement, the ▇▇▇▇ of Sale, and the Assignment and Assumption Agreement (as such terms are defined in Section 2.2); (f) all insurance benefits, including rights and proceeds, arising from or relating to the rights which accrue Purchased Assets or will accrue the Retained Liabilities (as defined in Section 1.6) prior to Seller and the Members under this Agreement and the TransactionsClosing Date; (g) all claims of the Seller against third parties relating to the Purchased Assets relating to any Contracts period before the Closing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (h) all rights of the Seller relating to prepaid expenses, claims for refunds and rights to offset in respect thereof; (i) relating to insurance or Benefit Plansany Tangible Personal Property located in the Glastonbury, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectivelyConnecticut, “Excluded Contracts”)office of the Seller; and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensemotor vehicles.

Excluded Assets. Notwithstanding any other provision herein to The Purchased Assets shall not include, and the contrarySeller shall retain, the Purchased Assets specifically exclude following assets (the following (collectively, the “"Excluded Assets”"): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of The Seller's rights under this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Agreement; (b) all credit card receipts All of Seller's records not pertaining to the Intellectual Property, the Real Estate, the Equipment, the Contracts or the Permits, including business plans, business textbooks, business software, corporate financial records, corporate employment records, correspondence not pertaining to the Intellectual Property, the Real Estate, the Equipment, the Contracts or the Permits, shareholder records and ATM purchases as of communications, corporate minute book, and batch records and FDA amendments pertaining to the Closingapplication for an IND; (c) All of Seller's prepaid insurance premiums on all accounts receivables of Seller its policies, including without limitation its directors and payments processing due to Seller as of the Closing for services or products previously rendered or soldofficers insurance; (d) The Seller’s cash 's environmental policies and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)procedures; (e) all refunds All of Taxes with respect to the Business for Pre-Closing Tax PeriodsSellers trademarks and associated good will; (f) The Seller's office computer equipment and free-standing filing cabinets (and their contents not otherwise included among the rights which accrue or will accrue to Seller and Purchased Assets as described herein) located in the Members under this Agreement and the Transactionsadministrative areas; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) Any and all assets of Seller not specifically set forth on Schedule 2.2(g) or (iii) which are otherwise as Purchased Assets herein, including but not Assigned Contracts (collectively, “Excluded Contracts”)limited to its cash and cash equivalents; and (h) any The Seller's sponsorship of Seller’s IP that is separately licensed the IND, and the batch records and FDA amendments relating to Buyer by the SB IP Licenseits application for an IND.

Excluded Assets. Notwithstanding The Purchased Assets do not include any other property or assets of Seller not described in Section 2.1 and, notwithstanding any provision herein to the contrarycontrary in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude do not include the following property or assets of Seller (collectivelyall assets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) the corporate sealscash, bookscash equivalents, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)bank deposits; (b) all credit card receipts certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and ATM purchases as of the Closingany other debt or equity interest in any Person; (c) all accounts receivables of Seller properties and payments processing due to Seller as assets principally used in or for the conduct of the Closing for services electric utility business conducted by Seller in the States of Kansas or products previously rendered Missouri, or soldthe Natural Gas Businesses; (d) except as set forth in Section 2.1(k), any refund or credit related to Taxes paid by or on behalf of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)whether such refund is received as a payment or as a credit against future Taxes payable; (e) all refunds funds, letters of Taxes with respect credit and other forms of credit support that have been deposited by Seller as collateral to the Business for Pre-Closing Tax Periodssecure Seller’s obligations; (f) all books, records, or the rights which accrue or will accrue to Seller and like other than the Members under this Agreement and the TransactionsDocuments; (g) any Contracts assets that have been disposed of in the ordinary course of business or otherwise in compliance with this Agreement 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 Person; (i) relating except as included on Schedule 2.1(n), assets 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 rights in respect of the Purchased Assets or the Business; (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 insurance or Benefit Plansbe 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 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.1(n); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding The Purchased Assets do not include any other property or assets of Seller not described in Section 2.1 and, notwithstanding any provision herein to the contrarycontrary in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude do not include, without limitation, the following property or assets of Seller (collectivelyall assets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related subject to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision Section 7.10 of this Section 2.2 willAgreement, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Seller Marks; (b) all credit card receipts cash, cash equivalents, bank deposits, accounts receivable, and ATM purchases as of the Closingany income, sales, payroll or other tax receivables; (c) all accounts receivables subject to Section 3.5 hereof, any refund or credit (i) related to Taxes paid by or on behalf of Seller and payments processing due Seller, whether such refund is received as a payment or as a credit against future Taxes payable, or (ii) relating to Seller as of a period before the Closing for services or products previously rendered or soldDate; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included any Purchased Assets that have been disposed of in Target Working Capital Level (“Excluded Cash”)compliance with this Agreement prior to Closing; (e) except as expressly provided in Section 2.1(h) and Section 2.1(k), all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsClaims or causes of action of Seller against any Person; (f) all insurance policies, and rights thereunder, including any such policies and rights in respect of the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsPurchased Assets; (g) 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; (h) all agreements and Contracts not included in the Purchased Agreements; (i) relating subject to insurance Section 7.10, all software, software licenses, information systems, management systems, and any items set forth in or Benefit Plansgenerally described in subparts (i) through (vii) of the definition of “Documents” in Section 1.1(a), (ii) and the software set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.2(i); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.;

Excluded Assets. Notwithstanding any other provision herein of this Agreement to the contrary, the Purchased Assets specifically exclude do not include, and Seller shall retain all right and title to, the following assets (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns all rights of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of arising under this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Agreement; (b) all credit card receipts and ATM purchases as of the ClosingSeller’s employee benefits agreements, if any; (c) all accounts receivables the corporate records of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldSeller; (d) all bank accounts of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect insurance policies and all rights to the Business for Pre-Closing Tax Periodsapplicable claims and proceedings thereunder; (f) all assets, businesses and properties of every kind, nature and description, real, personal and mixed, tangible and intangible, and wherever located, not used by Seller exclusively in connection with the rights which accrue Business, provided, however, that this exclusion shall not apply to any Intellectual Property, whether registered or will accrue unregistered, that is related to Seller and the Members under this Agreement and Business in any way, even if such Intellectual Property is not used exclusively in connection with the TransactionsBusiness; (g) Seller’s Tax records pertaining to the Business for tax periods ending on or prior to the Closing Date and any Contracts (i) refunds or claims for refunds of Taxes relating to insurance or Benefit Plans, the Business for all periods prior to the Closing Date; (iih) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all cash and cash equivalents; and (hi) any all the other assets, rights, interests or properties of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSeller not included in Purchased Assets.

Excluded Assets. Notwithstanding any other provision herein to The Excluded Assets shall consist of the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):following: (a) the corporate sealsall cash on hand and in banks, books, accounting records, income Tax Returns of Seller cash equivalents and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)investments; (b) all credit card receipts claims (and ATM purchases benefits to the extent they arise therefrom) and litigation against third parties to the extent such claims and litigation are not in any way related to the Purchased Assets or the Assumed Liabilities (as of herein defined), and claims (and benefits to the Closingextent they arise therefrom) that relate to Excluded Liabilities (as herein defined); (c) all accounts receivables of Seller and payments processing due rights arising from prepaid expenses, if any, with respect to Seller as of the Closing for services or products previously rendered or soldExcluded Assets; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)the Selling Entities' respective rights under this Agreement; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodseach Selling Entities' corporate charters, minute and stock record books, and corporate seals; (f) all contracts, claims and rights (and benefits arising therefrom) binding on the Selling Entities other than (i) those contracts, claims and rights which accrue or will accrue to Seller listed on EXHIBIT B attached hereto; and (ii) all sales orders and sales contracts, purchase orders and purchase contracts, quotations and bids binding on the Members under this Agreement and the TransactionsSelling Entities; (g) all owned or leased passenger automobiles; (h) all accounts receivable owed by employees of the Selling Entities to any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)of the Selling Entities; and (hi) any the assets of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSelling Entities listed on EXHIBIT C attached hereto.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude The Buyer is not buying the following assets (collectively, the “Excluded Assets”): ): (a) all cash on hand or cash equivalents, and all other funds or investments whatsoever, including all bank accounts, investment accounts, savings accounts, and marketable securities; (b) all accounts receivable from customers of a Dealership Company representing amounts receivable for goods shipped, products sold and delivered, or services rendered to customers of such Dealership Company prior to the Closing Date (collectively, “Accounts Receivable”); (c) those assets for which the Buyer and the Sellers were not able to reach an agreeable price pursuant to Section 2.01; (d) the corporate seals, organizational documents, minute books, accounting stock books and ledgers, Employee personnel records for non-Transferred Employees, Employee medical records, income Tax Returns of Seller and the Members, other records related to the corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as organization of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); Sellers; (e) all refunds the Returns of any Seller; (f) any Tax deposits, refunds, prepayments that related to Taxes of any Seller with respect to the Business or the Operating Assets for Pre-all taxable periods (or portion thereof) ending on or prior to the Closing Tax Periods; (f) the rights which accrue or will accrue to Seller Date; and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) those items set forth on Schedule 2.2(g) or (iii) which are otherwise 2.02(g). For the avoidance of doubt, any Other Vehicles not Assigned Contracts (collectivelypurchased by the Buyer pursuant to Section 2.01 shall not be deemed Excluded Assets, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed but shall be transferred to Buyer by the SB IP Licensefor no additional consideration.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of each Seller (collectively, the “"Excluded Assets”):") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of such Seller after the Closing: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, all Real Property Leases with respect to the extent permitted by applicable Law, be provided to Buyer at the Closing)Closure Stores; (b) all credit card receipts Aged Inventories at the Distribution Centers, and ATM purchases as of all Inventories and Tangible Personal Property located at the ClosingClosure Stores other than such Tangible Personal Property selected by Buyer for acquisition pursuant to Section 2.1(b); (c) all accounts receivables claims and judgments in favor of each Seller and payments processing due against third parties relating to Seller as of the Closing for services Closure Stores, whether ▇▇▇▇▇▇ or products previously rendered inchoate, known or soldunknown, contingent or noncontingent; (d) Seller’s cash all minute books, stock Records and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)corporate seals; (e) all refunds the shares of Taxes with respect to the Business for Pre-Closing Tax Periodscapital stock of such Seller held in treasury; (f) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed in Part 2.2(f) or directly related to the rights which accrue or will accrue to Seller and operations of the Members under this Agreement and the TransactionsClosure Stores; (g) any all insurance policies and rights thereunder (except to the extent specified in Section 2.1(i) and (j)); (h) all of the Seller Contracts listed in Part 2.2(h); (i) relating all personnel Records and other Records that such Seller is required by law to insurance retain in its possession; (j) all claims for refund of Taxes and other governmental charges of whatever nature; (k) all rights in connection with and assets of the Employee Plans; (l) all rights of such Seller under the Closing Documents to which it is a party or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)registered owner; and (hm) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseproperty and assets expressly designated in Part 2.2(m).

Excluded Assets. Notwithstanding any other provision herein anything in this Agreement to the contrary, the Purchased Assets specifically exclude do not include and Purchaser agrees and acknowledges that Seller has reserved and retained from the following Assets and hereby reserves and retains unto itself any and all rights, titles and interests in and to (a) fee, leasehold, mineral fee, royalty, overriding royalty, and other interests not expressly included under Section 1.2(a) or (b) above; (b) seismic, geologic and geophysical records, information, and interpretations relating to the Assets not included in Section 1.2(b)(5) above; (c) any and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the purchase, sale or exchange of the Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and information or documents covered by a legal privilege (except that Purchaser's counsel shall be allowed access to Seller's privileged written communication to the extent pertaining to the litigation listed on Schedule 9.10 assumed by Purchaser); (d) originals or copies of Records retained by Seller; (e) all claims, rights and causes of action of Seller against third parties, asserted and unasserted, known and unknown relating to the period prior to the Effective Time relating to the Assets; (f) trucks, communication equipment, computers and related switching equipment and software; (g) all pipelines which are not used for production from the Subject Properties; (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 refund of taxes, 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 all proceeds receivable from the settlement or final adjudication of contract disputes with lessors, insurers, 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; (l) all of rights of use of Seller's or any Affiliates name, marks, trade dress or insignia and all of Seller's intellectual property and (m) the case styled Dominion Exploration & Production and Pioneer Natural Resources USA vs. Ameron; Division "N," District Court Parish of Orleans, Louisiana, No. 03-6945 and all rights and liabilities arising from a final judgement therein and any appeals thereof (collectively, the “"Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein Each Seller shall retain its right, title and interest in and to the contrary, the Purchased Assets specifically exclude the following assets (collectively, the “Excluded Assets”): (ai) all Contracts and other assets set forth in Section 1.1(b)(i) of the Disclosure Schedule; (ii) any equity interests owned by or of any Seller; (iii) in the event any Contract of any Seller that is required to be disclosed in Section 2.12(a) of the Disclosure Schedule is not so disclosed, and is subsequently identified, Purchaser may, at its sole discretion, elect to exclude such Contract from the Purchased Assets, and such Contract shall thereupon be deemed an Excluded Asset; (iv) original minute books, Governing Documents, corporate seals, booksstock ledgers, accounting records, income and Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Returns; (bv) all credit card receipts Employee Benefit Plans (including related agreements and ATM purchases as of the ClosingLiabilities), employee handbooks, any agreements or obligations related to any PEO and all related Liabilities, and all personnel records required by Law to be retained by Sellers; (cvi) all accounts receivables insurance policies owned by or issued to any Seller; provided, that any rights to recover under any such policy and benefits with respect thereto which arise out of Seller and payments processing due to Seller as of conditions existing or events occurring on or before the Closing for services or products previously rendered or sold;shall be Purchased Assets and such rights shall be deemed to be assigned to Purchaser at Closing; and (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (fvii) the rights which accrue or will accrue to Seller and the Members of Sellers under this Agreement and the Transactions; (g) any Contracts (i) relating other Transaction Documents. Copies of all documents, agreements and other information related to insurance Excluded Assets shall be provided by or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any behalf of Seller’s IP that is separately licensed Sellers to Buyer by the SB IP LicensePurchaser prior to Closing.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude following properties, assets and rights (the following (collectively, the “"Excluded Assets”):") are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (a) all of Sellers' interest in assets, properties, rights, titles and interests which are not primarily used in or primarily related to the operation of the Business; (b) all stock and other ownership interests in Sellers; (c) Sellers' corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, accounting recordsstock transfer books and blank stock certificates and other documents relating primarily to the organization, income Tax Returns maintenance and existence of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession Sellers as a corporation (provided that Buyer shall be entitled to receive a copy of any such records that are not Excluded Assets relevant documentation as mutually agreed by another provision the parties as of this Section 2.2 will, to the extent permitted Closing or as reasonably requested by applicable Law, be provided to Buyer at after the Closing); (bd) all credit card receipts claims for and ATM purchases as of rights to receive income Tax refunds relating to the Closing; Business with respect to taxable periods (cor portions thereof) all accounts receivables of Seller and payments processing due ending on or prior to Seller as of the Closing for services Date, and income Tax Returns relating to the Business with respect to taxable periods (or products previously rendered portions thereof) ending on or sold; (d) Seller’s cash prior to the Closing Date, and cash equivalents (including marketable securities and short-term investmentsany notes, if any) not included in Target Working Capital Level (“Excluded Cash”)worksheets, files or documents relating thereto; (e) the Purchase Price and all refunds other rights of Taxes with respect Sellers under or pursuant to this Agreement and the Business for Pre-Closing Tax Periods;Schedules attached hereto and any other agreements entered into by Sellers pursuant to this Agreement; and (f) all other assets, Contracts and properties of Sellers specifically listed or described on the rights which accrue or will accrue to Seller and attached Schedule 1.2(f) (the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “"Excluded Contracts”Assets Schedule"); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding Section 1.1 hereof, Seller is not selling, and Buyer is not purchasing, pursuant to this Agreement, any other provision herein to the contrary, the Purchased Assets specifically exclude of the following (collectivelythe "EXCLUDED ASSETS"), the “Excluded Assets”):all of which shall be retained by Seller: (a) the corporate sealsCash, books, accounting records, income Tax Returns of Seller cash equivalents and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)marketable securities; (b) all credit card receipts Rights of Seller under this Agreement and ATM purchases as of the Closingagreements, instruments and certificates delivered in connection with this Agreement; (c) all accounts receivables of Seller Seller's minute books, tax returns and payments processing due to Seller as of the Closing for services or products previously rendered or soldother corporate documents; (d) Seller’s cash 's duplicate copy of the books, records and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)accounts of the Division; (e) all All rights to claims, available to or being pursued by Seller for refunds of Taxes with respect or credits against income taxes attributable to the Business Division for Pretaxable periods ending on or before the Closing Date and for the portion ending on the Closing Date of any taxable period that includes but does not end on the Closing Date (the "PRE-CLOSING TAX PERIODS") (determined as if such taxable period ended as of the close of business on the Closing Tax Periods;Date). (f) The name and ▇▇▇▇ "K2" and any name or ▇▇▇▇ derived from or including the rights which accrue foregoing and any other name or will accrue to ▇▇▇▇ owned by the Seller and not used by the Members under this Agreement and the TransactionsDivision; (g) All rights of Seller under any Contracts (i) relating to liability insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)policies except for those disclosed in SCHEDULE 3.11 attached hereto; and (h) Computer programs, systems, equipment, intangible personal property and any other assets, properties or rights of Seller used generally in the conduct of Seller’s IP that is separately licensed to Buyer by 's business and not used or held for use in the SB IP LicenseDivision.

Excluded Assets. Notwithstanding any other provision herein anything contained in Section 1.01 hereof to the contrary, the Purchased Assets specifically exclude Sellers are not selling, and Purchaser is not purchasing, any of the following assets (collectively, the “"Excluded Assets”"): (a) the corporate Medscape's minute books, seals, stock record books, accounting records, income Tax Returns of Seller stock certificates and the Members, records related to other similar corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records documents that are not Excluded Assets by another provision necessary for Purchaser to operate the Business, and returns of this Section 2.2 willtaxes, to including all supporting schedules, attachments, work papers and similar documents, for taxes accruing on or before the extent permitted by applicable LawClosing Date, be provided to Buyer at the Closing)provided, that upon request Purchaser may have copies thereof; (b) all credit card receipts any cash, cash equivalents, deposit accounts, checks received by Medscape upon which collection has not been made (except any of the foregoing that relate to the Accounts Receivable (as defined below)) and ATM purchases long and short term securities owned by Medscape as of the ClosingClosing Date; (c) all accounts receivables of Seller the consideration to be delivered to Medscape, and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members Medscape, under this Agreement and the TransactionsAgreement; (gd) intercompany accounts between Medscape, on the one hand, and Parent or any Contracts of Parent's Affiliates (iother than Subsidiary) relating to insurance or Benefit Planson the other hand, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)and all rights related thereto; and (he) any each of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseassets set forth on Exhibit C hereto.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude following assets of Seller at the following Effective Time (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing: (a) the corporate sealsall cash, books, accounting records, income cash equivalents and short-term investments and deferred Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)assets; (b) all credit card receipts minute books, stock Records and ATM purchases as corporate seals of the ClosingSeller; (c) all accounts receivables the shares of capital stock or other equity securities of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldheld in treasury; (d) Seller’s cash all insurance policies and cash equivalents rights thereunder (including marketable securities except to the extent specified in Sections 2.1(i) and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”2.1(j); (e) all refunds Contracts that are listed in Schedule 2.2(e); (f) all personnel Records and other Records that Seller is required by Legal Requirement to retain in its possession; (g) all claims for refund of Taxes and other governmental charges of whatever nature, in each case, paid by Seller with respect to the Business for Pre-Closing Tax Periods; (fh) all Company Benefit Plans (including, without limitation, Seller ESOP); all assets held in trust or otherwise relating to any Company Benefit Plan or the funding thereof; any insurance policy, Contract, trust, third party administrator Contract, or other funding arrangement for any Company Benefit Plan; any monies held by Seller in any account dedicated to the payment of benefits or insurance premiums relating to any Company Benefit Plan; and the rights which accrue of Seller to any such assets, Contracts, or will accrue to Seller and the Members under this Agreement and the Transactionsmonies; (g) any Contracts (i) relating all rights of Seller under this Agreement, the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, the Escrow Agreement, and any other agreement that is entered into pursuant to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)this Agreement; and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseassets, if any, expressly designated in Schedule 2.2(j).

Excluded Assets. Notwithstanding any other provision herein It is expressly understood and agreed that the Acquired Assets shall not include Seller's right, title and interest in and to the contraryfollowing: (i) All Product inventory of raw material and work in process; (ii) Those certain purchase orders booked by Seller on or prior to the Closing Date 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 Purchased Assets specifically "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 following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the ClosingQ&CW Purchase Orders); (biii) all credit card receipts All Product inventory of finished goods and ATM purchases as of semi-finished goods (requiring final testing) specific to the ClosingAccessNode Express product line; (civ) All other products of Seller, including the Universal Edge 9000i access shelf and Universal Edge 9000 DMS access shelf product lines; (A) The contractual rights in those certain Contracts listed on Schedule 1.1(b)(v) related to Seller's business that are not specific to the manufacture or sale of the 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 and payments processing due to Seller as of the Closing for services (whether or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (ibilled) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)the Products; and (hvi) any of Seller’s IP that is separately licensed The employee data, including records, pertaining to Buyer by Transferred Employees, except for the SB IP LicenseEmployee Information.

Excluded Assets. Notwithstanding any other provision herein to The following properties, assets, rights, and interests of Seller are expressly excluded from the contrary, purchase and sale contemplated hereby and as such are not included in the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) all cash, cash equivalents, short-term investments, marketable securities of Seller, notes receivable, trade receivables, accounts receivable, commissions, and other receivables and rights to payments of Seller; b) all bank accounts of Seller; c) all refunds, credits, or overpayments with respect to taxes; d) all intercompany assets and all advances to stockholders of the Seller; e) all employee benefit plans and insurance policies, as well as any rights thereunder, including those benefit plans and policies set forth on Schedule 1.02(e), as may be updated from time to time in accordance with this Agreement; f) the corporate seals, organizational documents, minute books, accounting membership or stock books, ledgers, membership certificates, tax returns, books of account or other records having to do with the organization of Seller, all employee-related or employee benefit-related files or records, income Tax Returns of Seller and the Membersworkers’ compensation records, records related to corporate governance of Seller and any other books and records that which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)retain; (bg) all credit card receipts membership interests, stock and ATM purchases as of the Closingequity ownership in Seller; (ch) all accounts receivables rights of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) or any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)document executed in connection herewith; and (hi) any of Seller’s IP that is separately licensed additional assets, properties, and rights specifically listed on Schedule 1.02(i), as may be updated from time to Buyer by the SB IP License.time in accordance with this Agreement;

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing: (a) all of the corporate seals, books, accounting records, income Tax Returns following categories of Seller items: (i) Cash and the Members, records related cash equivalents; (ii) Accounts receivable; (iii) Investment securities; (iv) Prepaid expenses; (v) Advances to corporate governance of Seller stockholders; (vi) Land; (vii) Building and any records that Seller is required by applicable Law to retain improvements; (viii) Notes receivable; (ix) Investment in its possession affiliated partnership; and (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)x) Customer based intangible assets; (b) all credit card receipts minute books, stock Records and ATM purchases as of the Closingcorporate seals; (c) all accounts receivables the shares of capital stock of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldheld in treasury; (d) Seller’s cash all insurance policies and cash equivalents rights thereunder (including marketable securities except to the extent specified in Section 2.1(f) and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”g)); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller Contracts listed in Schedule 2.2(e); (f) all personnel Records, and all other Records that relate exclusively to the rights which accrue Retained Business or will accrue that Seller is required by Legal Requirements to Seller and the Members under this Agreement and the Transactionsretain in its possession; (g) any Contracts all claims to which Seller is entitled pursuant to Section 10.9(d) for refund of Taxes and other governmental charges of whatever nature; (h) all rights in connection with and assets of the Employee Plans; (i) relating to insurance or Benefit Plansall rights of Seller under this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement and the Escrow Agreement; (iij) set forth all assets of Seller identified on Schedule 2.2(g2.2(j); (k) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Seller’s e-mail addresses; and (hl) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseOwned Real Property.

Excluded Assets. Buyer is not purchasing or acquiring, and Seller is not selling or assigning, any assets or properties of Seller other than the Purchased Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude the following assets and properties (collectively, the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (a) the corporate sealsall cash and cash equivalents, booksbank accounts, accounting recordscredit card accounts and securities of Seller, income Tax Returns of including any Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Account Balance; (b) the organizational documents, qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers, seals, minute books, books of account or other records having to do with the corporate organization of Seller (provided, that Buyer shall be entitled to receive a copy of all credit card receipts and ATM purchases as of the Closingsuch documentation); (c) all accounts receivables insurance policies of Seller and payments processing due all rights to Seller as of the Closing for services or products previously rendered or soldapplicable claims and proceeds thereunder; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) any inventory for ASINs that are sold through the Amazon Account but not included in Target Working Capital Level (“Excluded Cash”)under the Brand; (e) all Tax assets (including duty and Tax refunds of Taxes and prepayments) and Tax Returns relating to the Business with respect to taxable periods (or potions thereof) ending on prior to the Business for Pre-Closing Tax PeriodsDate; (f) the Purchase Price and all other rights which accrue of Seller under or will accrue pursuant to Seller and the Members under this Agreement and the TransactionsAncillary Documents; (g) all physical assets of a general nature that can be readily obtained in an office supply store, including but not limited to computers, printers, desks and office chairs, and any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth other assets specifically disclosed on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”‎2.2(g); and (h) any of Seller’s IP all Inventory that is separately licensed to Buyer by the SB IP Licensenot Purchased Inventory.

Excluded Assets. Notwithstanding any other provision herein to the contrary, Buyer and Seller expressly understand and agree that the Purchased Assets specifically exclude will not include any assets of Seller not described in Section 2.1 above or not related to the following Consulting Business (collectivelythe "EXCLUDED ASSETS"), including without limitation the “Excluded Assets”):following: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Seller-Retained Rights; (b) all credit card receipts capital stock, options and ATM purchases as other securities of the ClosingSeller or of any Subsidiary of Seller; (c) all accounts receivables rights, interests and claims of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldunder this Agreement; (d) Seller’s cash all Tax returns, corporate minutes, stock books of account, financial and cash equivalents Tax records of Seller (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”the definition of Books and Records); (e) all refunds cash and cash equivalents of Taxes with respect to Seller (OTHER THAN the Consulting Business for Pre-Closing Tax PeriodsReceivables, which ARE Purchased Assets); (f) the rights all Contracts to which accrue Seller is a party or will accrue is bound or to Seller and the Members under this Agreement and the Transactions;which its assets are subject that are not Assumed Contracts; and (g) any Contracts (i) all refunds or rights of recovery relating to insurance or Benefit PlansTaxes of Seller; (h) Seller's rights in and to the "PRIMIX" trademarks, (ii) trade names, service marks, domain names and related logos set forth on Schedule 2.2(gSCHEDULE 2.2(H) or and all goodwill associated therewith (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”the "SELLER-RETAINED MARKS"); and (hi) any subject to Buyer's rights under Section 2.1(k) above, all insurance policies of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein The following property and assets of the Seller are --------------- excluded from sale to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):Purchaser: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)All Owned Real Property; (b) All cash and cash equivalents and all credit card receipts bank and ATM purchases as of the Closingdeposit accounts; (c) all accounts receivables of Seller The Seller's general ledger, corporate franchise, corporate seals, Organizational Documents, minute books, stock books and payments processing due other records having to Seller as do with the corporate organization and capitalization of the Closing for services or products previously rendered or soldSeller; (d) The Seller’s cash and cash equivalents 's rights under the Contracts listed on Schedule 2.2(d) --------------- attached to this Agreement (including marketable securities and short-term investmentscollectively, if any) not included in Target Working Capital Level (“the "Excluded Cash”Contracts"); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the The rights which accrue or will accrue to the Seller and the Members under this Agreement and or any of the Transactionsother Transaction Documents; (f) All Tax Returns of the Seller; (g) All refunds in respect of Taxes paid or payable to the Seller or any Contracts of its Affiliates; (h) All Prepaid Expenses relating to any of the Retained Liabilities; (i) relating All books and records of the Seller not related to insurance any of the Business, the Purchased Assets or Benefit Plans, the Assumed Liabilities; (iij) set forth All of the Affiliated Accounts Receivable listed on Schedule 2.2(g2.2(j) attached to this Agreement; (k) All Pre-March Processing Receivables; (l) All motor vehicles owned or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)leased by the Seller; and (hm) any All of the Seller’s IP that is separately licensed 's interest under the insurance policies listed on Schedule 3.15 attached to Buyer by this Agreement and the SB IP Licensecoverages afforded thereby.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased The Assets specifically shall exclude the following assets (collectively, the “"Excluded Assets”"): (a) Seller's cash on-hand and cash equivalents as of the corporate sealsEffective Time and all other cash and cash equivalents in any of Seller's bank accounts, booksprepaid expenses, accounting recordsany and all insurance policies, income Tax Returns bonds, letters of Seller and the Memberscredit, records related to corporate governance of Seller or other similar items, and any cash surrender value and insurance proceeds in regard thereto; (b) all Accounts Receivable; (c) all books and records that Seller is required by applicable Law law to retain in its possession (provided that a copy of any such and books and records that are not Excluded Assets by another provision of this Section 2.2 will, related solely to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldinternal corporate matters; (d) Seller’s cash all claims, rights, and cash equivalents (including marketable securities interest in and short-term investmentsto any refunds for Federal, if any) not included in Target Working Capital Level (“Excluded Cash”state, or local franchise, income, or other taxes or fees of any nature whatsoever for periods prior to the Effective Time, except to the extent that, notwithstanding Section 2.6(b), Buyer pays any Taxes with respect to any period prior to the Effective Time; (e) all refunds rights and claims of Seller, including any affiliate thereof, against third parties relating to Taxes with respect and to property or equipment repaired, replaced, or restored by Seller prior to the Business for Pre-Closing Tax PeriodsClosing; (f) all Plans and Benefit Arrangements, including, without limitation, the rights which accrue or will accrue to Seller assets thereof and the Members under this Agreement and the Transactionsany prepaid expenses related thereto; (g) any Contracts (i) all records and documents relating to insurance any Excluded Asset; (h) all Contracts that have terminated or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)expired prior to the Closing as permitted by this Agreement; and (hi) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseitems listed as Excluded Assets in Disclosure Schedule 2.2.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary set forth in this Agreement, the Purchased Assets specifically exclude will not include the following assets, properties and rights of or owned by the Sellers (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)intercompany notes; (b) all credit card receipts ownership and ATM purchases as of other rights with respect to the ClosingSellers’ Employee Benefit Plans; (c) all accounts receivables of Seller and payments processing due any Permit, qualification, registration, certification, authorization or similar right that by its terms is not transferable to Seller the Purchaser, including those indicated on Schedule 4.19 as of the Closing for services or products previously rendered or soldnot being transferable; (d) Seller’s cash all rights to causes of action, lawsuits, judgments, claims and cash equivalents (including marketable securities and short-term investmentsdemands of any nature available to or being pursued by the Sellers, if any) not included in Target Working Capital Level (“Excluded Cash”)whether arising by way of counterclaim or otherwise; (e) all refunds the charter documents of Taxes with respect the Sellers, minute books, stock ledgers, Tax Returns, books of account and other constituent records relating to the Business for Pre-Closing Tax Periodsorganization of the Sellers; (f) tax refunds relating to periods prior the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsEffective Time; (g) any Contracts deposits (other than those deposits related to the Assumed Contracts) except as otherwise provided in Section 2.2(a); (h) all pre-paid expenses and pre-paid insurance premiums; (i) relating all accounts receivable, notes receivable and other receivables and any security therefor (other than customer deposits and overpayments) except as otherwise provided in Section 2.2(a); (j) employee files, to insurance or Benefit Plans, the extent required by Law to be retained by the Sellers; (iik) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all rights of the Sellers under this Agreement all other agreements and documents contemplated hereby; and (hl) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensethose specific assets listed on Schedule 2.3.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the The following assets of Sellers (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing: (a) the corporate sealsnames “B▇▇▇▇▇” (subject to Buyer’s right to use the name “B▇▇▇▇▇” set forth in Section 5.13), books, accounting records, income Tax Returns of Seller “B▇▇▇▇▇ Ultra-Sonics” and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)“B▇▇▇▇▇ Ultrasonics”; (b) all credit card receipts and ATM purchases as of the ClosingAccounts Receivable; (c) all accounts receivables of Seller cash and payments processing due to Seller as of the Closing for services or products previously rendered or soldcash equivalents; (d) Seller’s cash all minute books, stock Records and cash equivalents corporate seals of Sellers; (including marketable securities and short-term investments, if anye) not included the shares of capital stock of Company; (f) all of the Company Contracts listed in Target Working Capital Level Schedule 2.2(f) (the “Excluded CashRetained Contracts”); (eg) all refunds personnel Records and other Records that Sellers are required by law to retain in their possession; (h) all claims for refund of Taxes applicable to periods of time prior to the Closing Date related to the Business; (i) all rights and obligations in connection with the Employee Plans; (j) all rights of Seller Parties under this Agreement, the B▇▇▇ of Sale, the Assignment and Assumption Agreement and the Escrow Agreement; (k) the Excluded IP, which is listed on Schedule 3.25(i); (l) the shares of capital stock of Suzhou; (m) the property and assets expressly listed on Schedule 2.2(m); (n) the email addresses and listings of the Company and Suzhou; and. (o) the rights to pursue claims against and recoveries, payment and judgments against [***] with respect to the Business for PreNon-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseConfirmed [***] Inventories.

Excluded Assets. Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and sale contemplated hereby (the "Excluded Assets") and, as such, are not included in the Purchased Assets: (i) cash on hand, in bank accounts and cash equivalents; (ii) Seller's rights under or pursuant to this Agreement; (iii) Seller's prepaid taxes or refunds from any other provision herein taxing authority; (iv) any benefits from or rights to receive Seller's deferred income taxes; (v) any capital stock of Seller; (vi) corporate charter, minute books, stock books, tax returns, corporate seal and all corporate, accounting and financial records and ledgers, provided that Seller shall provide Buyer (upon Buyer's reasonable request) with copies of any of the contrary, foregoing relating to the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to which Buyer at the Closing)may reasonably request; (bvii) all credit card receipts any right to receive mail and ATM purchases as other communications addressed to Seller; provided that Seller shall provide Buyer with any mail and other communications relating exclusively to the Purchased Assets and copies of any mail relating in part to the ClosingPurchased Assets or the Business; (cviii) all accounts receivables of contracts, agreements and arrangements which are (A) listed on the Contracts Schedule as being retained by Seller and payments processing due to Seller or not assumed by Buyer, or (B) are not disclosed on the Contracts Schedule as of the Closing for services or products previously rendered or soldbeing expressly assumed by Buyer; (dix) Seller’s cash and cash equivalents (including marketable securities and shortaccounts receivable with respect to any Pre-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)Closing Event; (ex) all refunds of Taxes with respect to other assets expressly listed on the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “attached Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseAssets Schedule.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1, Seller shall not sell or transfer to Purchaser, and the Purchased Assets will not be deemed to include: (a) cash and cash equivalents and investments in stocks, bonds and other securities; (b) any Fixed Assets that are not listed on Schedule 2.1(a); (c) those Contracts that are set forth on Schedule 2.2(c) (the "Excluded Contracts"); (d) Seller's corporate records and minute book; (e) all Financial Statements, Tax Returns, and other tax records and related information of Seller (provided Seller shall provide copies thereof for periods ending on or prior to the Closing as reasonably requested by Purchaser); (f) all insurance policies owned or maintained by Seller and all rights thereunder related to the Excluded Assets or Excluded Liabilities; (g) all claims for refund of Taxes and other governmental charges of whatever nature; (h) all rights in connection with and assets of the Employee Plans; (i) the rights of Seller under this Agreement and any of the Transaction Documents; (j) all prepaid insurance or insurance benefits, including rights and proceeds therefrom; (k) all claims of Seller against third parties relating to the Excluded Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all rights under or pursuant to any warranties, representations and guarantees made by vendors, contractors or other Persons in connection with any Excluded Asset; (l) any assets used both in the Business by Seller and by Affiliates of Seller outside the Business and that are set forth on Schedule 2.2(l); and (m) the assets specifically exclude the following identified on Schedule 2.2(m) (collectively, the “"Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein to Buyer is not acquiring, and Seller shall retain after the contraryClosing, the Purchased following assets, rights, and properties not specifically included in the Acquired Assets specifically exclude the following (collectively, the “Excluded Assets”):). Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the Excluded Assets shall include: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related Contracts to corporate governance of Seller and any records that which Seller is required by applicable Law to retain in its possession (provided that a copy of any such records party that are not Assumed Contracts set forth on Schedule 1.2(a) (collectively, the “Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the ClosingContracts”); (b) all credit card receipts cash and ATM purchases as of the Closingcash equivalents; (c) all accounts receivables of Seller and payments processing amounts due to Seller as of from customers related to services provided by Seller up to the Closing for services or products previously rendered or soldDate; (d) all claims of Seller for refunds or rebates related to periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other Tax credits of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect the documents relating to the Business for Pre-Closing Tax Periodscompany organization, maintenance and existence of Seller; (f) all Tax records of Seller; provided, however, that Seller shall provide Buyer with copies of such records that relate to any of the rights which accrue Acquired Assets or will accrue to Seller and the Members under this Agreement and the TransactionsAssumed Liabilities; (g) all Permits of Seller; (h) all rights of Seller under this Agreement or any Contracts other Transaction Document; (i) relating all insurance policies of Seller and all rights to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)applicable claims and proceeds thereunder; and (hj) any all Tangible Property of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude the following properties, assets and rights (collectively, the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (bi) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsof Seller, if any) not included in Target Working Capital Level (“Excluded Cash”)but excluding any security deposits; (eii) all ownership interests in Seller; (iii) Seller’s certificate of formation, operating agreement, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and other documents relating solely to the organization, maintenance and existence of each Seller as a limited liability company; (iv) claims for and rights to receive Tax refunds of Taxes with respect to taxable periods (or portions thereof) ending on or prior to the Business for Pre-Closing Date, and Tax PeriodsReturns with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; (fv) the Purchase Price and all other rights which accrue of Seller under or will accrue pursuant to Seller and the Members under this Agreement and the TransactionsSchedules attached hereto and any other agreements entered into by Seller pursuant to this Agreement; (gvi) insurance policies owned or maintained by Seller on the lives of any Members, and the cash surrender values and prepaid premiums with respect to such policies; (vii) any Contracts (i) relating to insurance or Seller Employee Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Plans and interests therein; and (hviii) any all other assets and properties of Seller’s IP that is separately licensed to Buyer by Seller specifically listed or described on the SB IP LicenseExcluded Assets Schedule.

Excluded Assets. Notwithstanding any other provision herein anything in this Agreement to the contrary, the following assets and properties of Seller are not included in the Purchased Assets specifically exclude and are not being purchased by Purchaser pursuant to this Agreement (the following (collectively, the “"Excluded Assets”"): (a) the corporate seals, books, accounting records, income Tax Returns of Seller cash (other than ▇▇▇▇▇ cash) and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession cash equivalents (provided that a copy net of any such records amounts advanced or reimbursed by Purchaser to Seller for expenses or liabilities that have not been paid and are not Excluded Assets being assumed by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the ClosingPurchaser); (b) all credit card receipts and ATM purchases as loans, notes, investments, receivables or advances made by or to Seller by or to any officer, director, member, employee, partner, equity holder or affiliated entity of the ClosingSeller; (c) all accounts receivables of Seller Seller's Tax Returns and payments processing due Tax filings related to Seller as income and franchise Taxes and any Tax books and records of the Closing for services or products previously rendered or soldSeller; (d) Seller’s cash all right, title and cash equivalents (including marketable interest of Seller in any bank, investment or securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)accounts other than those relating to the Business; (e) all refunds rights of Taxes with respect to Seller under this Agreement and the Business for Pre-Closing Tax Periodsother Transaction Documents; (f) Seller's (i) minute books, stock ledger, share transfer records and other organizational records having to do with the rights which accrue or will accrue formation and capitalization of Seller, (ii) personnel records and other records relating to the Employees that Seller is required by Applicable Law to retain in its possession, and (iii) Seller's Tax Returns (collectively, the Members under this Agreement and the Transactions"Excluded Records"); (g) all Management Agreements and Contracts that are not Assumed Contracts, including all contracts with Employees; (h) the name “Prager” (subject to the restrictions on use thereof set forth in Section 6.7 below) and all domains related to any Contracts entity other than “▇▇▇▇▇▇▇▇.▇▇▇”; and (i) relating to insurance or Benefit Plans, (ii) all other items specifically set forth on Schedule 2.2(gl.2(h) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License's Disclosure Letter.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude The Seller will retain ownership of the following assets of the Seller (collectively, the “Excluded Assets”): (a) the corporate sealsAll cash, books, accounting records, income Tax Returns of Seller cash equivalents and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)short-term investments; (b) all credit card receipts Organizational Documents, stock books, stock ledgers, minute books and ATM purchases as of the ClosingTax Returns; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldThose Contracts, if any, listed on Schedule 2.2(c); (d) Seller’s cash All rights to causes of action, lawsuits, judgments, claims and cash equivalents (including marketable securities demands of any nature and short-term investmentsall counterclaims, if any) not included rights of setoff, rights of indemnification and affirmative defenses to any claims that may be brought against the Seller by third parties, in Target Working Capital Level (“each case to the extent that they relate to the Excluded Cash”)Assets or Excluded Liabilities; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsAll rights under any Transaction Document; (f) the rights which accrue or will accrue to Seller All fixtures, furniture, office equipment and the Members under this Agreement and the Transactionsmotor vehicles; (g) All trade and other accounts receivable; (h) All leases and subleases of real property as to which the Seller is the lessor or sublessor and all leases and subleases of real property as to which the Seller is the lessee or sublessee, including the Lease, together with any Contracts (i) relating options to insurance purchase the underlying property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits, deposits and profits appurtenant to or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)related to such leases and subleases; and (hi) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseThose assets, if any, listed on Schedule 2.2(i).

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude following properties, assets and rights (the following (collectively, the “"Excluded Assets”):") are expressly excluded from the purchase and sale contemplated by this Agreement and are not included in the Purchased Assets: (ai) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)all Non-Acquired Merchandise; (bii) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities other than the Register Cash, security deposits, and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”amounts payable to Purchaser hereunder); (eiii) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodsaccounts and notes receivable; (fiv) the rights which accrue or will accrue to Seller all of Seller's corporate record books, minute books, accounting records and the Members under this Agreement and the TransactionsTax records, except as provided in Section 1.1(a); (gv) any Contracts ownership or equity interest of Seller in and to any Persons; (ivi) relating to investments; (vii) cash surrender value of life insurance policies; (viii) any and all contract rights arising under agreements, contracts, or Benefit Plansother binding arrangements that are not Assumed Contracts; -3- (ix) all inventory, supplies, leased vehicles, equipment, furniture, permits, customer lists and the intellectual property rights associated with the "Fresh Thyme" catering business, as located at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (iix) set forth on Schedule 2.2(gall inventory located in the Wind-Up Stores at the Closing and the Clearance Location Liquor License; (xi) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all personnel files and records; and (hxii) any the assets set forth in the Excluded Assets Schedule. Seller agrees that, except for inventory located at each Wind-Up Store Individual Premises, all of the Excluded Assets shall be removed at Seller’s IP that is separately licensed 's expense from the Premises (to Buyer by the SB IP Licenseextent applicable) not later than the Closing Date.

Excluded Assets. Notwithstanding any other provision herein anything in Section 2.1 to the contrary, Sellers are not selling, transferring or assigning, and Buyer is not purchasing of Sellers' assets that are not exclusively related to the Purchased Assets specifically exclude e-Diagnostics Infrastructure (sometimes referred to as the following (collectively, the “Excluded Assets”):"EXCLUDED ASSETS") including without limitation: (a) all of the corporate seals, books, accounting records, income Tax Returns of Seller Sellers' insurance policies and the MembersSellers' rights under insurance policies, records related including, without limitation, all property and casualty policies, general liability policies, product liability policies and umbrella policies and also including all rights to corporate governance of Seller insurance proceeds and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)refunds payable thereunder; (b) any and all credit card receipts income, sales, use, corporation excise and ATM purchases as franchise tax refunds which the Sellers may be entitled to receive from Governmental Authorities which relate to their ownership of the Purchased Assets prior to the Closing or their operation of the e-Diagnostics Infrastructure prior to the Closing and any right of Sellers to claim refunds for any taxes of any type in respect of any period prior to the Closing; (c) all accounts receivables any Intellectual Property of Seller and payments processing due to Seller as of the Closing for services that is Licensed Intellectual Property or products previously rendered or soldnot Transferred Intellectual Property; (d) Seller’s cash any and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all assets related to or arising from Employee Benefit Plans; (e) all refunds of Taxes with respect to the Business for Pre"i-Closing Tax PeriodsSupport" trademark; (f) the rights which accrue or will accrue to Seller and account receivable of $24,000 arising from the Members under this Agreement and Acquired Contract (the Transactions"TERADYNE RECEIVABLE"); (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) those assets set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any Registered Intellectual Property of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSellers not set forth on Schedule 2.1(d).

Excluded Assets. Notwithstanding any other provision herein to the contrary, Except for the Purchased Assets specifically exclude described in Section 1(a) above, no other assets of the Seller are being purchased by the Buyer pursuant to this Agreement. Without limiting the generality of the foregoing statement, the following assets of the Seller are not part of the sale and purchase contemplated by this Agreement, are excluded from the Purchased Assets and shall remain the property of the Seller following the Closing (collectively, the “Excluded Assets”): (ai) the corporate sealsAll cash, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments; (ii) All accounts and notes receivable with respect to services provided by the Seller under the Contracts prior to Closing Date, if anyas set forth on Schedule 1.1(b) not included and further described in Target Working Capital Level Section 6 below (the “Excluded CashAccounts Receivable”); (eiii) all refunds All minute books, stock records and corporate seals; (iv) All claims for the refund of Taxes any federal, state or local taxes with respect to any period prior to the Business for Pre-Closing Tax PeriodsDate (as hereinafter defined); (fv) Except as set forth in Section 1(a)(iv) above, all personal and laptop computers, tablets, cell phones, printers, and any other computer hardware and business supplies used in the rights which accrue or will accrue to context of the Business; (vi) All insurance policies maintained by the Seller and rights thereunder; (vii) Except as set forth in Section 1(a)(iii), all corporate names, trademarks, service marks, Internet domain names, IP addresses, logos and symbols of the Members Seller; (viii) All rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; and (ix) All rights of the Seller under this Agreement and the Transactions; Note (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”as hereinafter defined); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein anything to the contrary--------------- contrary contained in Section 1.1 hereof, the Purchased Assets specifically exclude Seller, the Shareholder Indemnitors and the Purchasers expressly understand and agree that the Seller is not hereunder selling, assigning, transferring, conveying or delivering to the Purchasers any of the following assets, properties, rights, contracts and claims (collectively, the “"Excluded Assets”"): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)pension or other funded employee benefit plan assets; (b) all credit card receipts and ATM purchases as of Contracts that relate solely to the ClosingExcluded Assets or the Excluded Liabilities; (c) all accounts receivables of Seller prepaid charges, sums and payments processing due fees pertaining to Seller as any of the Closing for services Excluded Assets or products previously rendered or soldthe Excluded Liabilities; (d) except as otherwise set forth in Section 11.1(c) hereof, any of Seller’s cash 's right, title and cash equivalents interest under any Contracts, agreements, licenses, Permits, exemptions, franchises, variances, waivers, consents, approvals or other authorizations or arrangements that are not transferrable without consent (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”unless such consent has been obtained); (e) all any claims for refunds or rebates of Taxes with respect any previously paid taxes, levies or duties and funds paid by Seller for corporate income, state and local taxes accruing up to the Business for Pre-Closing Tax Periods;Closing; and (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth other assets listed on Schedule 2.2(g1.2(f) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensehereto.

Excluded Assets. Notwithstanding any other provision herein anything in Section 2.l to the contrary, it is hereby expressly acknowledged and agreed that the Purchased Assets specifically exclude shall not include, and neither Seller nor any of its Subsidiaries is selling, transferring, assigning, conveying or delivering to Purchaser and Purchaser is not purchasing, acquiring or accepting from Seller or any of its Subsidiaries, any of the following rights, properties or assets, whether tangible or intangible, real, personal or mixed which are not defined as Purchased Assets under this Agreement, including, without limitation the assets set forth or described below (collectively, the “Excluded Assets”): (a) any Accounts Receivable other than the corporate sealsPurchased Accounts Receivable set forth on Schedule 2.1(a) as of the Closing Date (the “Excluded Accounts Receivable”), bookscash, accounting recordscash equivalents, income Tax Returns marketable securities (including short and long term marketable bonds), bank deposits or similar cash items of Seller and or any of its Subsidiaries, including intercompany receivable cash balances between the Members, records related to corporate governance Seller or any of Seller its Subsidiaries and any records that Seller is required by applicable Law to retain in its possession (provided that a copy other Affiliate of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Seller; (b) all credit card receipts and ATM purchases as of the ClosingExcluded Contracts; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold[omitted]; (d) Seller’s cash and cash equivalents (including marketable any equity securities and short-term investments, if any) not included of Seller in Target Working Capital Level (“Excluded Cash”);its Subsidiaries; and (e) all refunds any rights of Taxes with respect to Seller or any Subsidiary in any real property, whether or not used in the Business for Pre-Closing Tax Periods; (f) the rights which accrue Business, whether owned or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseleased.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Acquired Assets specifically exclude will not include and Buyer will not purchase the following assets of Sellers (collectively, the “Excluded Assets”):) which will remain the property of Sellers: (a) bank accounts of Sellers, the corporate sealsseal, Certificate of Incorporation, minute books, accounting recordsstock books, income Tax Returns Returns, books of Seller and the Members, account or other records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, relating to the extent permitted by applicable Law, be provided to Buyer at corporate organization of each of the Closing)Sellers; (b) all credit card receipts any rights of Sellers under this Agreement or under any other agreement between Sellers and ATM purchases as Buyer entered into on or after the date of the Closingthis Agreement; (c) all accounts receivables prepaid Taxes and any rights of Seller and payments processing due Sellers to Seller as of the Closing for services any Federal, state, local or products previously rendered foreign Tax refunds, carry forwards, or soldcarry backs or any payment under any Tax sharing, Tax allocation, or similar agreements; (d) Seller’s cash the contracts, agreements, commitments and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Intellectual Property which relate to the Excluded Cash”)Business; (e) all refunds of Taxes with respect machinery, equipment, inventory, furniture, fixtures, leasehold improvements, and other personal property which relate to the Excluded Business for Pre-Closing Tax Periodslisted on Schedule 2.3(e); (f) all assets including the rights which accrue or will accrue to Seller and accounts receivable (except the Members under this Agreement and ▇▇▇▇▇▇▇ Receivable) of the TransactionsExcluded Business; (g) the capital stock of each of the Sellers or any Contracts direct or indirect subsidiary of each of the Sellers; (h) insurance policies of Sellers insuring the Business or the Excluded Business; (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)the ▇▇▇ Receivable and that TESI Receivable; and (hj) any of Seller’s IP that is separately licensed intercompany accounts receivable to Buyer by the SB IP Licenseextent they are not Acquired Assets.

Excluded Assets. Notwithstanding any other provision herein of this Agreement to the contrary, the Purchased Acquired Assets shall not include any assets, properties or rights not specifically exclude identified in Section 2.1, including the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)all Avoidance Actions; (b) all credit card receipts the minute books and ATM purchases as organizational documents of the ClosingSeller; (c) all accounts receivables insurance policies relating to the Business, all claims arising under such policies (whether prior to or after the Closing), and all credits, premium refunds, proceeds, causes of Seller and payments processing due to Seller as of the Closing for services action or products previously rendered or soldrights thereunder; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included all rights of Seller arising under this Agreement or the Agency Agreement or in Target Working Capital Level (“Excluded Cash”)connection with the Transactions; (e) all refunds of Taxes with respect any Tax refund, Tax rebate or Tax reimbursement due to Seller or its Affiliates and relating to the Business for Pre-Closing Tax Periodsor any U.S. tax net operating loss of Seller; (f) the rights which accrue or will accrue any amounts payable to Seller and under the Members under this Agreement and the TransactionsAgency Agreement; (g) all books and records related to Excluded Assets or any Contracts (iBooks and Records which Purchaser elects not to acquire pursuant to Section 2.1(i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andhereof; (h) any unexpired lease or executory contract not identified as an Assigned Contract or Assigned Lease; (i) any right to overfunding or refunded assets from any employee benefit plan or workers’ compensation program; and (j) any other asset not included within the definition of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseAcquired Assets.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1.1 or elsewhere in this Agreement, the Purchased following Assets specifically exclude the following of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Specified Assets and shall remain the property of Seller after the Closing: (a) All of Seller’s Cash Assets and bank accounts; (b) All of Seller’s Accounts Receivable for services rendered prior to the Effective Date. (c) (i) Seller’s corporate seals, minute books, accounting stock books and related organizational documents; (ii) Seller’s tax records; and (iii) Seller’s files, income Tax Returns books and records relating to the Excluded Assets or to Seller’s Obligations not included in the Specified Liabilities; (d) the shares of capital stock of Seller held in treasury; (e) all personnel records and the Members, records related to corporate governance of Seller and any other records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodsretain; (f) the rights which accrue or will accrue to Seller all claims for refund of Taxes and the Members under this Agreement and the Transactionsother Governmental Body charges of whatever nature; (g) any Contracts all rights under all Insurance Policies owned, held or maintained by Seller or its predecessors (except as set forth in Section 2.1.1(f) and 2.1.1(j)). (h) all rights of Seller under this Agreement and all agreements contemplated hereby; (i) relating to insurance or Benefit Plans, (ii) those assets set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)2.1.2; and (hj) any causes of action and other legal rights and remedies of Seller (i) against Buyer with respect to this Agreement and the transactions contemplated by this Agreement; or (ii) to the extent relating to the Excluded Assets, or to Seller’s IP that is separately licensed to Buyer by liabilities not included in the SB IP LicenseSpecified Liabilities.

Excluded Assets. All other assets owned by Seller, except the Purchased Assets, shall be retained by Seller and shall not be sold, assigned or transferred to Purchaser (the "EXCLUDED ASSETS"). Notwithstanding any other provision herein to the contraryprovisions of Section 2.01, the Purchased Assets specifically exclude shall not include any of the following (collectivelyassets, the “properties and rights of Seller all of which shall be deemed Excluded Assets”):: (a) all cash on hand (other than the corporate sealsDeposits) and in financial institutions, bookscash equivalents, accounting records, income Tax Returns of Seller marketable securities and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)bonds; (b) all credit card receipts and ATM purchases claims for refunds and/or credits for Taxes (as of the Closingdefined herein); (c) all accounts receivables the minute books and tax returns of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldSeller; (d) Seller’s cash and cash equivalents the Contracts listed or described in SCHEDULE 2.02(d) (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”the "EXCLUDED CONTRACTS"); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement Agreement; (f) the assets, rights and the Transactionsclaims listed in SCHEDULE 2.02(f); (g) any Contracts subject to Section 2.01(j), all insurance policies and rights and claims thereunder arising from events, matters, conditions arising prior to the Closing Date and which have not been assigned to Purchaser pursuant to Article XII; (h) Seller's trademarks, trade names, service marks, service names, logos and similar rights and all other intellectual property (except as set forth in Section 2.01); (i) relating copies of the documents referred to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”in Section 2.01(e); and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall System Employee Benefit Plans.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of Seller (collectively, the “"Excluded Assets”):") are not included in the Purchased Assets: --------------- (a) any goodwill (including customer contracts, customer information and transportation, logistics and other records) or other assets primarily associated with the corporate sealsconduct of the Business in any country not set forth on Schedule 2.2, books, accounting records, income Tax Returns of Seller and it being agreed that the Members, records related to corporate governance of Seller and Buyer is not acquiring the Business as conducted in any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are country not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)set forth on Schedule 2.2; (b) all credit card receipts and ATM purchases a maximum of five containers of liquid drums (92 metric tons) of liquid choline chloride in inventory, which shall be retained by the Seller to satisfy supply obligations existing as of the ClosingClosing for one customer; (c) all accounts receivables of Seller cash, cash equivalents and payments processing due to Seller as of the Closing for services or products previously rendered or soldshort-term investments; (d) Seller’s cash and cash equivalents all accounts receivable of the Seller (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”the "Seller Accounts Receivable"); (e) all refunds the capital stock or other equity interests of Taxes with respect to any of the Business for Presubsidiaries of Seller or any minority-Closing Tax Periodsowned affiliate of Seller; (f) the rights which accrue or will accrue to Seller Seller's right, title and interest in the Members under this Agreement Facilities including all real property, improvements, personal property and the Transactionsequipment located at such Facilities; (g) any Contracts (i) rights, claims or causes of action of Seller against third parties relating to insurance the assets, properties, business or Benefit Plans, (ii) set forth on Schedule 2.2(g) operations of Seller that arise in connection with the discharge by Seller of the Retained Liabilities or (iii) which are otherwise not Assigned Contracts (collectively, “that relate to the Excluded Contracts”); andAssets; (h) any all contracts of insurance and self-insurance arrangements of Seller’s IP that is separately licensed , and the rights thereunder; (i) all customer and other records relating to Buyer by the SB IP License.conduct of the Business prior to December 31, 2005;

Excluded Assets. Notwithstanding the provisions of Section 2.01 or any other provision herein in this Agreement to the contrary, Seller shall own and retain all of its existing right, title and interest in, to and under, and there shall be excluded from the sale, conveyance, transfer, assignment and delivery to Buyer hereunder, and the Purchased Assets specifically exclude shall not include, the following assets of Seller (collectively, the “Excluded Assets”): (a) any cash and cash equivalents and short-term and long-term marketable securities, other than the Closing Date Balance Sheet Cash; (b) the Contracts set forth on Annex 5 (the “Excluded Contracts”); (c) the organizational documents, minute books, stock books, books of account or other records having to do with the corporate seals, books, accounting records, income organization of Seller; (d) all Tax Returns of Seller and the Members, all books and records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if anyworking papers) not included in Target Working Capital Level (“Excluded Cash”)related thereto; (e) all refunds of income Taxes paid with respect to the Business for Pre-Closing Tax Periods; (f) the ETM Interests, if Buyer does not elects pursuant to Section 8.26 (Certain Other Investments) for such interests to be a Purchased Asset; and (g) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating Ancillary Documents, including all consideration received by Seller or its Affiliates pursuant to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensethis Agreement.

Excluded Assets. Notwithstanding any other provision herein to the contrary, Other than the Purchased Assets specifically exclude subject to Section 2.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and neither Seller nor its Subsidiaries are selling or assigning, any other assets or properties, and all such other assets and properties shall be excluded from the Purchased Assets, including the following assets and properties of Seller and its Subsidiaries (collectively, the “Excluded Assets”): (a) the corporate sealsall cash and cash equivalents, books, accounting records, income Tax Returns of Seller bank accounts and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)securities; (b) all credit card receipts accounts and ATM purchases as of the Closingnotes receivable; (c) all accounts receivables of Seller and payments processing due to Seller except as of the Closing for services or products previously rendered or soldset forth in Section 2.01(i), any Equity Interests in any Person; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all Contracts other than the Assigned Contracts; (e) all refunds of Taxes with respect to Intellectual Property other than the Business for Pre-Closing Tax PeriodsIntellectual Property Assets; (f) all rights, title and interest to real property and any Contracts relating to real property; (g) the corporate seals, Organizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees and any other books and records in which Seller is prohibited from disclosing or transferring under applicable Law; (h) any rights to Tax refunds, Tax credits, or similar Tax benefits of Seller or any Affiliate of Seller for any taxable period; (i) the rights which accrue or will accrue to Seller and or its Affiliates under the Members under this Agreement and the TransactionsTransaction Documents; (gj) any the rights, titles, interests and assets under those Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(gin Section 2.02(i) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)of the Disclosure Schedules; and (hk) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall other rights, titles, interests and assets not described in Section 2.01.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder: (a) the all cash, cash equivalents and short-term investments; (b) all minute books, stock records and corporate seals; (c) all insurance policies and rights thereunder, books, accounting records, income Tax Returns including but not limited to refunds of Seller prepayments (except to the extent specified in Section 2.1(j) and the Members, records related to corporate governance of Seller and any (k)); (d) all records that Seller is required by applicable Law law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)possession; (e) all refunds rights in connection with and assets of Taxes with respect to the Business for Pre-Closing Tax PeriodsEmployee Plans; (f) all rights of Seller under this Agreement, the rights which accrue or will accrue to Seller ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Escrow Agreement, and the Members under this Agreement and the TransactionsBottling Transaction; (g) the property and assets to be conveyed to Bottling Acquiror related to the Bottling and Packaging Business; (h) all rights, claims and credits of Seller to the extent relating to any Contracts Excluded Assets or any liability other than the Assumed Liabilities; (i) relating any refunds or credits (including interest thereon or claims therefor) with respect to insurance any Taxes; (j) any consolidated, combined or Benefit Plans, unitary tax return that includes Seller; (iik) set forth on Schedule 2.2(g) or (iii) all Contracts which are otherwise not Assigned Contracts Assumed Contracts, including but not limited to the Navision Contract, the Embarq Lease, and the AdvizeX Contract; (collectively, “Excluded Contracts”)l) any refunds under the TTB cash bond; and (hm) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.property and assets expressly designated in Exhibit G.

Excluded Assets. Notwithstanding any other provision herein to the contraryprovisions of Section 2.01, the Purchased Assets specifically exclude shall not include the following (collectively, the “"Excluded Assets”"): (a) the cash, cash equivalents, marketable securities and Receivables; (b) any intercompany or intracompany receivable cash balances between Seller and any of its Affiliates or between any of its Affiliates; (c) corporate seals, certificates of incorporation, minute books, accounting stock transfer records, income Tax Returns of Seller and the Members, or other records related to the corporate governance organization of Seller; (d) the Seller Plans and contracts of insurance for employee group medical, dental and life insurance plans and all insurance policies and rights and claims thereunder; (e) the assets listed on Schedule 2.02(e); (f) subject to Section 2.01(o), all insurance policies and rights and claims thereunder; (g) all personnel records (but at the Closing Seller shall deliver to Buyer copies of all such excluded records relating to the Transferred Employees, other than any employee medical or other records that Seller is prohibited from disclosing to Seller under applicable Legal Requirements) and other records, including batch records and similar manufacturing records that Seller is required by applicable Law to retain maintain in its possession under applicable Legal Requirements (provided that a copy but at the Closing Seller shall deliver to Buyer copies of all such batch records and similar manufacturing records relating to the Purchased Assets or the Assumed Liabilities, primarily used in the Business, other than any such records that are not Excluded Assets by another provision of this Section 2.2 will, Seller is prohibited from disclosing to the extent permitted by Seller under applicable Law, be provided to Buyer at the ClosingLegal Requirements); (bh) all credit card receipts and ATM purchases as rights of Seller under the ClosingTransaction Documents; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (fi) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Transferred Inventory; and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding the provisions of Section 1.1, the term "Assets" does not include any (a) petty cash funds, bank ac▇▇▇▇▇s, certificates of deposit, commercial paper and Treasury bills and notes and other provision herein marketable securities of the Seller; (b) accounts receivable of the Seller from sales of books invoiced prior to February 1, 1999; (c) interests of any kind in real property, computers or other office machinery, equipment, furniture, fixtures and supplies, whether or not used in or related to the contrary, Business; (d) the Purchased Assets specifically exclude Golden(R) and Golden Books(R) trademarks and all other registered and unregistered trademarks of the following Seller containing the word "Golden" together with the goodwill associated with such trademarks (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"Golden Trademarks"); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); ; (e) all refunds any rights to any of Taxes with respect to the Business for Pre-Closing Tax Periods; Seller's other trademarks not explicitly conveyed herein; (f) any assets held by employee benefit plans, provided no such plan holds any assets used in the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; Business; (g) any Contracts (i) relating Work and related contracts excluded from the Assets pursuant to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Section 12.6; and and (h) any assets of Seller’s IP that the Seller not used primarily in the Business (collectively, the "Excluded Assets"), and none of the Excluded Assets is separately licensed intended to Buyer by the SB IP Licensebe conveyed under this Agreement.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in this Agreement, the Purchased Acquired Assets specifically exclude do not include, and Buyer and the ACE Australian Subsidiary are not purchasing or assuming any liability therefore, the following assets (collectively, the “Excluded Assets”):), ownership of which is retained by Sellers: (a) All cash and cash equivalents; (b) Except as set forth on Schedule 3.9(ii) of the corporate sealsSeller Disclosure Schedule, books, accounting records, income Tax Returns all rights of Seller with respect to any insurance policies, deposits thereunder, and the Members, records related to corporate governance all claims of Seller under such policies and contracts through the Closing Date; (c) All claims or causes of action and benefits to the extent they arise therefrom prior to the Closing Date; (d) All rights of Sellers under this Agreement, including the proceeds of the sale contemplated herein and other payments to Seller contemplated herein or under any other agreement between Sellers and Buyer entered into on or after the date of this Agreement; (e) All original financial and accounting records that Seller is required by applicable Law not related exclusively to retain in its possession (the Business, provided that a copy of any all such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect related to the Business for Pre-Closing Tax Periodsare made available to Buyer; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsAll Pre-Effective Time Accounts Receivable; (g) Income tax refunds and other tax refunds or credits receivable by any Contracts Seller; (ih) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)The share capital of the UK Subsidiary and the Australian Subsidiary; and (hi) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseAny other assets listed in Schedule 2.2 as Excluded Assets.

Excluded Assets. Notwithstanding any other provision contained herein to the contrary, the Purchased Assets specifically exclude shall not include, and Seller will retain ownership of, the following assets (collectively, the “"Excluded Assets”"): (ai) all trade and other accounts receivable and other indebtedness owing to Seller on the corporate sealsClosing Date other than the Purchased Accounts, booksthe Supplier Rebates, accounting records, income Tax Returns of Seller and the Membersitems specified in Section 2.1(a)(v), records related to corporate governance including the benefit of Seller all collateral, security, guaranties, and any records that Seller is required by applicable Law to retain similar undertakings received or held in its possession connection therewith (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"Retained Accounts"); (bii) all credit card receipts and ATM purchases as inventories of Seller other than the ClosingInventory; (ciii) all accounts receivables of Seller cash, cash equivalents, and payments processing due to Seller as of the Closing for services or products previously rendered or soldsecurities; (div) Seller’s cash 's minute and cash equivalents (including marketable securities stock record books, journals, ledgers and short-term investmentsbooks of original entry; provided, if any) not included in Target Working Capital Level (“Excluded Cash”)however, that Seller shall provide Purchaser, prior to and following the Closing, with reasonable access to each of the foregoing; (ev) all refunds those assets of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller expressly set forth on Exhibit C attached hereto; (fvi) the Seller's rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsAgreement; (gvii) any Contracts those assets of Seller unrelated to the Business; (iviii) relating to insurance or Benefit Plans, (iiall of the Seller's interests and rights in the Seller Lock Box Account other than those specified in Section 2.1(a)(i) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)as included in the Purchased Accounts; and (hix) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicensePall Receivable, the Pall Inventory and the Pall Rebate.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude following properties, assets and rights (the following (collectively, the “"Excluded Assets”):") are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (a) the Seller's corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, accounting recordsstock transfer books and blank stock certificates and other documents relating to the organization, income Tax Returns maintenance and existence of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that as a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)corporation or other legal entity; (b) all credit card receipts claims for and ATM purchases as of rights to receive tax refunds with respect to taxable periods preceding the ClosingClosing Date, and tax returns and any notes, worksheets, files or documents relating thereto; (c) all accounts receivables claims, causes of Seller action, obligations, liabilities, choses in action, rights of recovery and payments processing due rights of setoff and all rights to Seller as of receive mail and communications, in each case only with respect to the Closing for services or products previously rendered or soldExcluded Assets and Excluded Liabilities; (d) Seller’s cash 's rights under or pursuant to the Merger Agreement (defined below), and cash equivalents (including marketable securities this Agreement and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”);the Schedules and Exhibits attached hereto; and (e) all refunds the capital stock of Taxes with respect to i2 Telecom International, Inc. ("i2 Telecom"), a Delaware corporation and a wholly-owned subsidiary of Seller as of the Business for Pre-Closing Tax Periods; effective time of the merger contemplated by the Merger Agreement (f) as hereinafter defined), or the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) stock of any of Seller’s IP that is separately licensed to Buyer by 's other subsidiaries as of the SB IP LicenseClosing Date, and the books and records relating thereto.

Excluded Assets. Notwithstanding any other provision herein to the contraryprovisions of Section 2.1 above, the Purchased Transferred Assets specifically exclude do not include, and Seller does not hereby transfer to Purchaser any of the following assets (collectively, hereinafter the “Excluded Assets”"EXCLUDED ASSETS"): (a) the corporate seals, books, accounting records, income Tax Returns Contracts set forth on Section 2.2(a) of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Schedule A; (b) the consideration delivered by Purchaser to Seller pursuant to this Agreement and all credit card receipts and ATM purchases as rights of the ClosingSeller under this Agreement; (c) all accounts receivables of Seller Seller's employee benefit agreements, plans (including option plans) or arrangements and payments processing due to Seller any assets thereof, except as of the Closing for services or products previously rendered or soldset forth in Section 2.1(l); (d) Seller’s cash 's income tax and cash equivalents (including marketable securities franchise tax returns and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)tax records; (e) all refunds of Taxes with respect any books, records or other information related solely and exclusively to the Business for Pre-Closing Tax PeriodsExcluded Assets; (f) all policies of insurance and fidelity, surety or similar bonds and the rights which accrue or will accrue to coverages afforded thereby of Seller and the Members under this Agreement any and the Transactionsall claims or rights thereunder, other than those that would be included in Section 2.1(f) hereof; (g) any Contracts refunds or credits of Taxes (including any interest thereon) attributable to periods or portions of periods ending prior to the Closing Date, or arising from, relating to or involving any Excluded Liability; (h) the minute books, stock books, corporate seals and other corporate records of Seller relating to its organization and existence; (i) relating to insurance the other assets, property or Benefit Plans, (ii) rights set forth on in Section 2.2(i) of Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)A; and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensedue from Strategy First (intercompany loan).

Excluded Assets. Notwithstanding any other provision herein the provisions of Section 2.1 or anything to the contrarycontrary herein, any and all assets, rights and properties of the Purchased Assets specifically exclude Seller Group that are not described in Section 2.1 as Transferred Assets, including the following (each, an “Excluded Asset,” and collectively, the “Excluded Assets”):), shall be retained by the Seller Group, and Purchaser and its designees shall acquire no right, title or interest in the Excluded Assets in connection with the Transaction: (a) all (i) cash and cash equivalents, wherever located (including in any bank accounts included in Section 2.1(n)), including bank balances and bank accounts or safe deposit boxes, monies in the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision banks, savings and loans or trust companies and similar cash items, (ii) escrow monies and deposits in the possession of this Section 2.2 willlandlords and utility companies, to the extent permitted by applicable Law, be provided to Buyer at the Closing)and (iii) investment securities and other short- and medium-term investments; (b) except for the Owned Intellectual Property and any Intellectual Property included in the Assigned Contracts, all credit card receipts and ATM purchases as of the ClosingSeller Group’s right, title and interest in Intellectual Property, including the Seller Marks and including as set forth on Schedule 2.2(b) (collectively, the “Excluded IP”); (c) all accounts receivables of Seller and payments processing due to Seller as any interest of the Closing for services Seller Group under this Agreement or products previously rendered or soldthe Related Documents, including, without limitation, the right to receive the Final Purchase Price and to enforce the Seller’s rights and remedies thereunder; (d) Seller’s cash all Excluded Contracts and cash equivalents (including marketable securities and short-term investmentsContracts, if any) not included in Target Working Capital Level (“Excluded Cash”)other than the Assigned Contracts, to which any member of the Seller Group or any of their respective Affiliates is a party; (e) all refunds of Taxes with respect any (i) Attorney-Client Information arising from communications prior to the Business for PreClosing Date between a member of the Seller Group (including any one or more officers, directors or stockholders of such Seller Group member), on the one hand, and its counsel, on the other hand; provided, however, such Attorney-Closing Tax Periods;Client Information related to a claim that arises in connection with a dispute regarding a Transferred Asset by and between Purchaser and any third party shall not be an Excluded Asset and (ii) claims under any director and officer, errors and omissions, fiduciary and commercial crime insurance policies; and (f) all of the Seller Group’s 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 the leases, subleases (as sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights which accrue or will accrue in respect thereof, including without limitation any right, title and interest to the real property of the Seller and the Members under this Agreement and the TransactionsGroup located in ▇▇▇▇▇ Creek, Georgia; (g) any Contracts rights of the Seller Group to Tax refunds or credits for overpayment of Taxes in lieu of a refund attributable to (i) relating to insurance or Benefit PlansTaxes that are Excluded Liabilities, (ii) set forth on Schedule 2.2(g) Transfer Taxes for which Seller is liable pursuant to Section 2.13 or (iii) Property Taxes for which the Seller is liable pursuant to Section 7.4(c); (h) all Permits (including applications therefor and any trade or import/export Permits) that (i) are not related to the Business or (ii) are not transferable to Purchaser under applicable Law; (i) the Excluded Books and Records; (j) any capital stock, shares, warrants, stock options, membership interests, partnership interests, units, or other equity or equity-linked securities of any member of the Seller Group or of any other Person; (k) any assets not otherwise not Assigned Contracts designated as Transferred Assets or from time to time designated by the parties hereto as Excluded Assets; (collectivelyl) all assets related to Seller Plans; (m) except for Acquired Claims, “all of the Seller Group’s rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Seller Group (including all guaranties, warranties, indemnities and similar rights in favor of the Sellers Group or any of their Affiliates) to the extent arising under the Bankruptcy Code or relating to any of the Excluded Contracts”)Assets or Excluded Liabilities, in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions occurring prior to, on or after the Closing Date; (n) any bank accounts other than the Citizens Operating (2705) bank account; (o) all assets transferred in connection with the Prior Transaction or to be transferred in connection with the Everyday Health Transaction; and (hp) all prepaid expenses, claims, deposits, prepayments, refunds, causes of action, demands, actions, suits, rights of recovery, rights under guarantees, warranties, indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in each case, to the extent exclusively related to or exclusively used in or held for use for the Excluded Assets listed in clauses (a) through (m) above. Notwithstanding anything to the contrary contained in this Agreement or any of Seller’s IP the other Related Documents, Purchaser acknowledges and agrees that is separately licensed all of the following are also Excluded Assets, and all right, title and interest in and to Buyer all Excluded Assets shall be retained by the SB IP LicenseSeller Group and shall remain the property of the Seller Group (and shall expressly be excluded from the sale, transfer, assignment and conveyance to Purchaser hereunder), and neither Purchaser nor any of its Affiliates shall have any interest therein: (x) all records and reports prepared or received by the Seller Group or any of their Affiliates in connection with the sale of the Business and the Transactions, including all analyses relating to the Business or Purchaser so prepared or received; provided, however, Purchaser may retain copies of all such records, reports and analyses and (y) all confidentiality agreements with prospective purchasers of the Business or any portion thereof and all bids and expressions of interest received from third parties with respect thereto.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 hereof, the Purchased Assets specifically exclude Seller and the Purchaser expressly understand and agree that the Seller is not hereunder selling, assigning, transferring, conveying or delivering to the Purchaser the following assets, properties, rights, Contracts and claims (collectively, the “"Excluded Assets”"): (a) any issued and outstanding shares of capital stock of the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in or its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Subsidiaries; (b) all credit card receipts and ATM purchases as the Charter, Bylaws, the corporate seal, minute books, stock books or other similar records relating to the corporate organization of the ClosingSeller; (c) all accounts receivables cash, bank accounts, certificates of Seller deposit, treasury bills, treasury notes and payments processing due to Seller as of the Closing for services or products previously rendered or soldmarketable securities; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsexcept as otherwise specifically provided herein, if any) not included in Target Working Capital Level (“Excluded Cash”)pension or other funded employee benefit plan assets; (e) all refunds any policy of Taxes with respect to the Business for Pre-Closing Tax Periodsinsurance; (f) any of the rights which accrue Seller's right, title or will accrue interest in or to Seller and the Members under this Agreement and the Transactionsany item of Intellectual Property listed on Schedule 2.2(f) hereto; (g) all Accounts Receivable due and owing to the Seller from Imo or any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andof its Affiliates; (h) any Contracts set forth on Schedule 2.2(h) hereto and all Contracts that relate solely to the Excluded Assets or the Excluded Liabilities; (i) all prepaid insurance premiums and prepaid Taxes pertaining to the Business and all prepaid charges, sums and fees pertaining to any of Seller’s IP that is separately licensed to Buyer by the SB IP License.Excluded Assets or the Excluded Liabilities;

Excluded Assets. Notwithstanding any other provision herein anything in Section 1.1 to the contrary, Seller and Buyer expressly acknowledge and agree that the Purchased Assets specifically exclude will not include, and Seller is not selling, transferring, assigning, conveying or delivering to Buyer, and Buyer shall not purchase, acquire or accept from Seller, any of the following rights, properties or assets (collectivelythe rights, properties and assets expressly excluded by this Section 1.2 being referred to herein as the “Excluded Assets”): (a) any cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards, corporate calling cards or similar items, of the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Seller; (b) all credit card receipts and ATM purchases as of the ClosingExcluded Contracts; (c) all accounts receivables of Seller and payments processing due to Seller as of any rights in any real property other than leasehold interests under any leases included in the Closing for services or products previously rendered or soldPurchased Contracts; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“the Excluded Cash”)Equipment; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsExcluded Intellectual Property; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsany Excluded Records; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) Governmental Permits other than Governmental Permits that are assignable and which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andrequired for the operation of the Business as currently conducted; (h) any claim, right or interest of Seller’s IP Seller in or to any refund, rebate, abatement or other recovery for Taxes, but only to the extent that is separately licensed to Buyer by the SB IP License.such amount arises from or accrues in any Pre-Closing Tax Period;

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in this Agreement, there shall be excluded from the Purchased Assets specifically exclude sale contemplated hereby the following assets (collectively, the “Excluded Assets”): (a) all Cash; (b) the corporate sealsPurchase Price; (c) any current or deferred federal, foreign, state or local income and franchise Tax receivables of the Seller; (d) all minute books, accounting organizational documents and membership interest records of the Seller, Tax Returns and Tax-related records, income Tax Returns of Seller and the Membersall employee-related or employee benefit-related files or records, other than personnel files or other records related relating to corporate governance of Seller Transferred Employees, and any other books and records that which the Seller is prohibited from disclosing or transferring to the Buyer under applicable Law and is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)retain; (e) all refunds any Contracts of Taxes with respect the Seller which the Buyer has elected not to the Business for Pre-Closing Tax Periodsassume; (f) all insurance policies of the Seller and all rights to applicable claims and proceeds thereunder; (g) all Tax assets (including duty and Tax refunds and prepayments) of the Seller; (h) the rights which that accrue or will accrue to the Seller and the Members under this Agreement and the TransactionsAgreement; (g) any Contracts (i) all membership interests of the Seller; (j) except as specifically provided in Section 5.7, any Seller Plan, Multiemployer Plan or ERISA Affiliate Plan (including, for this purpose, any Employee Benefit Plan to which the Seller or an ERISA Affiliate previously contributed to or maintained), including, without limitation, the Profits Interest Bonus Plan, and any assets relating to any Employee Benefit Plan; (k) Seller’s prepaid insurance or Benefit Plans, expense; and (iil) all assets of the Seller set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.2(k); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude the following properties, assets and rights (collectively, the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (bi) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsof Seller, if any) not included in Target Working Capital Level (“Excluded Cash”)but excluding any security deposits; (eii) all ownership interests in Seller; (iii) Seller’s certificate of limited partnership, partnership agreement and any other organizational documents (collectively, “Organizational Documents”), qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and other documents relating solely to the organization, maintenance and existence of Seller as a limited liability partnership; (iv) claims for and rights to receive Tax refunds of Taxes with respect to Tax periods (or portions thereof) ending on or prior to the Business for Pre-Closing Date to the extent such Taxes were paid by Seller, and income Tax PeriodsReturns with respect to Tax periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; (fv) receivables owed to Seller from Partners, directors, officers, employees, consultants or Affiliates; (vi) the Purchase Price and all other rights which accrue of Seller under or will accrue pursuant to Seller and the Members under this Agreement and the TransactionsAncillary Agreements; (gvii) any Contracts (i) relating to insurance or Benefit Plansthe Employee Plans and all assets and contracts related thereto, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)and all assets held with respect thereto; and (hviii) any the assets of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSeller specifically listed on Schedule 2.1(b)(viii).

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Seller after the Closing: (a) the corporate sealsall cash, books, accounting records, income Tax Returns of Seller cash equivalents and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)short-term investments; (b) all credit card receipts minute books, stock Records and ATM purchases as corporate seals of the ClosingSeller; (c) all accounts receivables the shares of capital stock of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldheld in treasury; (d) Seller’s cash those rights relating to deposits and cash equivalents (including marketable securities prepaid expenses and short-term investments, if any) not included claims for refunds and rights to offset in Target Working Capital Level (“Excluded Cash”respect thereof listed in Part 2.2(d); (e) all refunds of Taxes with respect insurance policies and benefits (including the Excluded Life Insurance Policies) and rights thereunder (except to the Business for Pre-Closing Tax Periodsextent specified in Section 2.1(h)); (f) all of the Seller Contracts listed in Part 2.2(f); (g) all personnel Records and other Records that Seller is required by law to retain in its possession; (h) all claims for refund of Taxes and other governmental charges of whatever nature; (i) all rights which accrue or will accrue to in connection with and assets of the Employee Plans; (j) all rights of Seller and the Members under this Agreement and the Transactionsother Transaction Documents; (gk) any Contracts the Collinsville Property, and all of Seller’s rights, title and interest therein; (il) relating to insurance or Benefit Plansthe property, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”rights and assets expressly designated in Part 2.2(l); and (hm) all rights and control of its attorney-client privilege and any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseother related rights vis a vis its legal counsel.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1, Seller is not selling and Buyer is not purchasing any of the following Excluded Assets: (i) all rights, properties and assets which have been sold, transferred, conveyed, assigned, delivered or otherwise disposed of by the Seller or any of its Subsidiaries prior to the Closing in transactions permitted or contemplated by this Agreement; (ii) any and all cash and/or cash equivalents, marketable securities, life insurance policies, insurance policies of any other provision herein type or rights to any insurance coverage under any of Seller's existing policies and any prepaid insurance premiums; (iii) any Employee Benefit Plan and all amendments, all documents and financial statements relating thereto or associated trust maintained by Seller; (iv) any rights (including tax and other refunds and claims relating thereto) relating to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):liabilities not assumed by Buyer; (av) any goodwill reported on the balance sheet of Seller other than goodwill associated with the Intellectual Property constituting a part of the Subject Assets; (vi) any corporate seals, minute books, accounting stock records, income Tax Returns tax records and other corporate records of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)subsidiaries except for Check Services; (bvii) all credit card receipts and ATM purchases as of the Closingany Hazardous Substances; (cviii) all accounts receivables of rights to or interests in any contracts or agreements between the Seller or Check Services, on the one hand, and payments processing due to Seller as any employee(s) of the Closing for services Seller or products previously rendered or soldCheck Services on the other hand; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein to the contrarySeller shall not transfer, the Purchased Assets specifically exclude and Buyer shall not purchase the following assets of Seller (collectively, the “Excluded Assets”): (a) subject to the provisions of Section 8.2 regarding the obligation of Seller to change its corporate name, the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, accounting recordsstock transfer books, income Tax Returns and other documents relating to the organization, maintenance and existence of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that as a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)corporation; (b) all credit card receipts and ATM purchases as of real property owned or leased by Seller except for the ClosingShrewsbury Lease; (c) all accounts receivables cash and cash equivalents in hand, in banks or in transit for the account of Seller and payments processing due to Seller as all marketable securities of the Closing for services or products previously rendered or soldSeller; (d) all insurance policies maintained by Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)except the Included Insurance Policies; (e) all refunds any prepaid items relating to insurance (casualty, employees and workers compensation), bid and performance bonds, and letters of Taxes with respect credit, except those prepaid items relating to the Business for Pre-Closing Tax PeriodsIncluded Insurance Policies; (f) the all rights which accrue or will accrue to Seller tax refunds and the Members under this Agreement and the Transactionscredits, including any interest in respect thereof; (g) all rights and interests under, and all assets of, any Contracts employee benefit or welfare plan maintained by Seller; (ih) relating all tax returns and all worksheets, notes, files or documents primarily related thereto, wherever located, except as provided herein, all personal records, and all documents subject to insurance attorney/client privilege or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)any other applicable privilege; and (hi) any the items set forth in Section 2.2(i) of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseDisclosure Schedule.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following assets of Seller and IEA (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller and IEA after the Closing: (a) the corporate sealsall cash, books, accounting records, income Tax Returns of Seller cash equivalents and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)investments; (b) all credit card receipts minute books, equity and ATM purchases as of the Closingtax Records and corporate/company seals; (c) all accounts receivables the shares of capital stock or other equity of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldIEA held in treasury; (d) Seller’s cash those rights relating to deposits and cash equivalents (including marketable securities prepaid expenses and short-term investments, if any) not included claims for refunds and rights to offset in Target Working Capital Level (“Excluded Cash”)respect thereof; (e) all refunds insurance policies and rights thereunder; (f) all personnel Records and other Records that Seller is required by law to retain in its possession; (g) all claims for refund of Taxes and other governmental charges of whatever nature; (h) all rights in connection with and assets of the Employee plans; (i) all rights of Seller and IEA under this Agreement, the ▇▇▇▇ of Sale, the Supply Agreement, and any other agreement or contract not expressly assigned to Buyer pursuant hereto; (j) all rights of Seller and IEA under all contracts not being assumed by Buyer pursuant hereto; (k) all claims arising prior to Closing with respect to the Business for Pre-Closing Tax Periodsand the Assets; (fl) the rights which accrue or will accrue to Seller property and the Members under this Agreement and the Transactionsassets expressly designated in Schedule 2.2(j); (gm) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all Accounts Receivable; and (hn) all and any other tangible and intangible assets and Records of Seller’s IP that is separately licensed to Buyer by Seller and IEA which do not constitute a part of the SB IP LicenseBusiness.

Excluded Assets. Notwithstanding any other provision in Section 1.1 or elsewhere herein to the contrary, the Purchased Assets specifically exclude shall not include any of the following (collectively, the “Excluded Assets”):following: (a) those Assets disposed of in the corporate seals, books, accounting records, income Tax Returns ordinary course of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent business as permitted by applicable Law, be provided to Buyer at the Closing)this Agreement; (b) the corporate franchise of Seller and the records of all credit card receipts matters pertaining to its corporate existence including minute books, stock transfer books, tax returns, tax identifications, books of account and ATM purchases as of the Closingother records pertaining to Seller's corporate organization; (c) the Purchase Price (as defined below) and all accounts receivables of Seller and payments processing due other rights accruing to Seller as of the Closing for services or products previously rendered or soldunder this Agreement; (d) the rights to all of Seller’s cash and cash equivalents (including marketable securities and short-term investments's claims for any federal, if any) not included in Target Working Capital Level (“Excluded Cash”)state, local or foreign tax refunds or adjustments; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller's Employee Plans (as defined in Section 3.21 hereof); (f) the rights which accrue or will accrue to any leases of real or, except as set forth on Schedule 1.1(g), personal property by Seller and the Members under this Agreement and the Transactionsas lessee; (g) any Contracts (i) relating to insurance or Benefit Plansrights and interests of Seller under contracts, (ii) agreements and commitments that are not set forth on Schedule 2.2(g1.1(g); (h) or the accounts receivable of Seller; (iiii) which are otherwise not Assigned Contracts cash and cash equivalent items; (collectivelyj) insurance policies, “Excluded Contracts”)surety bonds, prepaid insurance premiums, insurance claims and refunds and adjustments on insurance policies and claims; (k) net operating losses generated by Seller and all rights pertaining thereto; (l) assets, properties and rights set forth on Schedule 1.2; and (hm) any of Seller’s IP that is separately licensed assets, properties and rights not used by Seller principally in connection with the Business and not necessary for Purchaser to Buyer by conduct the SB IP LicenseBusiness, including, but not limited to, the Pantheon business and assets, properties and rights related thereto, which are set forth on Schedule 1.2.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude shall not include the following assets (collectively, the “Excluded Assets”): ): (a) cash, cash equivalents and security deposits; (b) subject to Section 2.10, all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such items relating to the payment of Taxes); (c) all accounts or notes receivable held by either Seller as of the Closing, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (d) Contracts, including any Collective Bargaining Agreements and the Sanitation Parcel Lease, that are not Assigned Contracts (the “Excluded Contracts”); (e) the corporate seals, organizational documents, minute books, accounting recordsstock books, income Tax Returns Returns, books of Seller account or other records having to do with the corporate organization of Sellers; (f) office equipment, supplies, computers, telephones not used in the operation of the Business; (g) all Benefit Plans and assets attributable thereto; (h) subject to Section 2.10, the Membersright to recover any refund in respect of overpayment for or claims under insurance policies or Contracts included in the Purchased Assets, records related in each case relating to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, periods prior to the extent permitted by applicable LawClosing Date; (i) the Tradename; (j) the assets, be provided to Buyer at the Closing); (bproperties and rights specifically set forth on Section 2.02(j) all credit card receipts and ATM purchases as of the Closing; Disclosure Schedules; and (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (fk) the rights which accrue or will accrue to Seller and Sellers under the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseTransaction Documents.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 1.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude the following items (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and will remain the property of Seller after the Closing: (a) the corporate sealsminute book, booksDivision seal, accounting recordscharter, income Tax Returns of Seller documents, qualifications to conduct business, company arrangements with registered agents, taxpayer and the Members, records other identification numbers and other documents related to corporate governance the organization, maintenance and existence of the Seller as a corporation ; (b) all cash and any cash equivalents; (c) records that Seller is required by applicable Law law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldpossession; (d) Seller’s cash all claims for refund of taxes and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)other governmental charges of whatever nature; (e) all refunds rights in connection with and assets of Taxes with respect to the Business for Pre-Closing Tax Periodsany Employee Benefit Plans (as defined in Section 2.10 below); (f) all rights of Seller in connection with the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionstransactions contemplated hereby; (g) any Contracts all pre-paid expenses, furniture, vehicles, leased office equipment, leased computer hardware and computer software referred to as Riskminder™; and property leases; (h) all insurance policies of Seller (including proceeds thereof); (i) relating All of Seller’s rights in any tradenames including “First Advantage”, and “First Advantage Investigative Services”. (j) all causes of actions, claims, rights of recovery and set-off of the Seller not related to insurance the Purchased Assets or Benefit Plans, Business; (iik) set forth on Schedule 2.2(g) or (iii) all contracts which are otherwise not Assigned Contracts assumed (collectively, the “Excluded Contracts”); ) and (hl) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseother assets expressly designated in Schedule 2.7(a), including all private investigator licenses.

Excluded Assets. Notwithstanding any other provision herein to The following assets and properties of Seller are specifically excluded from the contrary, the Purchased Assets specifically exclude the following and shall be retained by Seller (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (bi) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents equivalents; (including marketable securities ii) the Seller’s corporate books and short-term investmentsrecords of internal corporate proceedings, if anytax records, work papers, and books and records that the Seller is required by Applicable Law to retain; (iii) not included all rights in Target Working Capital Level and to the Retained Names (“Excluded Cash”as hereinafter defined); (eiv) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller’s bank accounts; (fv) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of Seller that are not Assets; (vi) any interest in or right to any refund of Taxes relating to the Business, the Assets or the liabilities assumed by Buyer for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (vii) any insurance policies and rights, claims or causes of action thereunder; (viii) all rights, claims, and causes of action relating to any Excluded Asset or any other obligations or liabilities which are not assumed by Buyer hereunder; (ix) all rights which accrue or will accrue to of Seller and the Members under this Agreement and the Transactions; ▇▇▇▇ of Sale (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”as hereinafter defined); and (hx) any of Seller’s IP that is separately licensed all other assets or agreements listed in Schedule 1.1.2(x) to Buyer by the SB IP Licensethis Agreement.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary herein, the Purchased Assets specifically exclude Selling Entities' right, title and interest in any of the following properties, assets and other rights (collectively, the “"Excluded Assets”):") shall be excluded from the Purchased Assets: (a) the corporate sealsall cash and cash equivalents, booksincluding cash on hand or in bank accounts, accounting recordscertificates of deposit, income Tax Returns of Seller commercial paper and the Memberssecurities, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer except ▇▇▇▇▇ cash funds located at the Closing)Paperboard Mill; (b) all Claims which Sellers may have against any Authority for refund or credit card receipts and ATM purchases as of the Closingwith respect to taxes paid by Sellers; (c) all accounts receivables any Claims, counter claims or rights of Seller and payments processing due set-off of Sellers which relate primarily to Seller as of the Closing for services or products previously rendered or soldExcluded Liabilities; (d) Seller’s cash the Employee Plans and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)the assets of the Employee Plans; (e) all refunds employment and personnel records of Taxes with respect to Seller and the Subs, including for Business for Pre-Closing Tax PeriodsEmployees, other than Transferred Employees; (f) all intercompany receivables other than those associated with the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsintercompany payables listed on Schedule 2.3; (g) the corporate books and records of Seller and the Subs, including a copy of all business records that Seller is required to retain by law, rule or regulation of any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andAuthority; (h) the "Inland Paperboard and Packaging, Inc." names and trademarks, the "Temple-Inland Forest Products Corporation" names and trademarks, any of Seller’s IP that is separately licensed to Buyer by the SB IP License.combined names or trademarks containing "Temple-Inland," "Inland Eastex" or "Inland" and any similar trade names, trademarks, service marks or logos and derivatives thereof;

Excluded Assets. Notwithstanding any the foregoing, the following assets (the "Excluded Assets") are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets: (1) the minute books, capital stock records, certificate of incorporation, by-laws and corporate seal of Seller, together with annual and other provision herein corporate reports filed with the State of Delaware and other states in which Seller is qualified to do business and other documents and correspondence that relate to Seller's corporate organization and maintenance thereof; (2) the assets of Seller relating to the contrarymaintenance and repair operations ("MRO") with respect to Seller's four integrated supply accounts (the "MRO Accounts"), each of which is specifically identified on the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing"MRO Schedule" attached hereto as Schedule 1.2(b); (b3) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables rights of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes Parent with respect to the Business for Preclaims, refunds, causes of action, choses in action, rights of recovery, rights of set-Closing Tax Periodsoff and all other rights and assets of every kind and nature related to the Excluded Liabilities; (f4) the rights which accrue or will accrue to Seller name "SIMCO de Mexico" in the country of Mexico and the Members under this Agreement names "▇▇▇▇▇▇▇", "The ▇▇▇▇▇▇▇ Group" and the Transactions"SunSource Inventory Management Company"; (g5) any Contracts (i) all of Seller's tax records and all receivables and rights to payment or refund to Seller or its affiliates relating to insurance federal, state, foreign or Benefit Plans, local income taxes and other taxes; (ii6) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)all monies to be received by Seller from Purchaser and all other rights of Seller and Parent under this Agreement; and (h7) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall cash, cash equivalents and marketable securities.

Excluded Assets. Notwithstanding The Purchased Assets do not include any other property or assets of Seller not described in Section 2.1 and, notwithstanding any provision herein to the contrarycontrary in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude do not include the following property or assets of Seller (collectivelyall assets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) the corporate sealscash, bookscash equivalents, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)bank deposits; (b) all credit card receipts certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and ATM purchases as of the Closingany other debt or equity interest in any Person; (c) all accounts receivables of Seller properties and payments processing due to Seller as assets principally used in or for the conduct of the Closing for services electric utility business conducted by Seller in the States of Kansas or products previously rendered Missouri, or soldthe Natural Gas Businesses; (d) except as set forth in Section 2.1(k), any refund or credit related to Taxes paid by or on behalf of Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)whether such refund is received as a payment or as a credit against future Taxes payable; (e) all refunds funds, letters of Taxes with respect credit and other forms of credit support that have been deposited by Seller as collateral to the Business for Pre-Closing Tax Periodssecure Seller’s obligations; (f) all books, records, or the rights which accrue or will accrue to Seller and like other than the Members under this Agreement and the TransactionsDocuments; (g) any Contracts assets that have been disposed of in the ordinary course of business or otherwise in compliance with this Agreement 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 Person; (i) relating except as included on Schedule 2.1(n), assets used for performance of the Central or Shared Functions; 1- LA/917645.9 18 (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 rights in respect of the Purchased Assets or the Business; (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 insurance or Benefit Plansbe 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 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.1(n); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 1.2 or elsewhere in this Agreement, the Purchased Assets specifically exclude following assets of the following Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing Date (as defined in Section 2.1): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)cash; (b) all credit card receipts and ATM purchases as any account receivable, note receivable or other receivable of the ClosingSeller from the Seller Parent, from any related Person of the Seller or any related Person of the Seller Parent; (c) all accounts receivables of Seller minute books, stock records and payments processing due to Seller as of the Closing for services or products previously rendered or soldcorporate seals; (d) Seller’s cash all personnel records and cash equivalents (including marketable securities and short-term investments, if any) not included other records that the Seller is required by law to retain in Target Working Capital Level (“Excluded Cash”)its possession; (e) all refunds rights of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller under this Agreement, the B▇▇▇ of Sale, and the Assignment and Assumption Agreement (as such terms are defined in Section 2.2); (f) all insurance benefits, including rights and proceeds, arising from or relating to the rights which accrue Purchased Assets or will accrue the Retained Liabilities (as defined in Section 1.6) prior to Seller and the Members under this Agreement and the TransactionsClosing Date; (g) all claims of the Seller against third parties relating to the Purchased Assets relating to any Contracts period before the Closing, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (h) all rights of the Seller relating to prepaid expenses, claims for refunds and rights to offset in respect thereof; (i) relating to insurance or Benefit Plansany Tangible Personal Property located in the Glastonbury, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectivelyConnecticut, “Excluded Contracts”)office of the Seller; and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensemotor vehicles.

Excluded Assets. Notwithstanding In addition to those assets of MarketSource relating --------------- exclusively to any of MarketSource's businesses other provision herein to than the contrary360 Youth Business, the Purchased Assets specifically exclude the following assets and property (collectively, the “"Excluded Assets”):") are to be retained by MarketSource and shall not constitute Acquired Assets: (a) the corporate sealsAll insurance policies, bookscontracts, accounting recordscoverages or bonds owned by MarketSource, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, including entitlements to the extent permitted by applicable Lawreturn of premiums on cancellation of policies, be provided to Buyer at the Closing)and all rights of MarketSource of every nature and description under or arising out of such insurance policies; (b) all All cash, negotiable securities, certificates of deposit, bonds, bank accounts, lock boxes, letters of credit card receipts and ATM purchases as other cash equivalents, other than any of the Closingforegoing securing open customer orders which are included in the Assumed Contracts; (c) All real property owned or leased by MarketSource and all accounts receivables of Seller plants, buildings and payments processing due to Seller as of the Closing for services or products previously rendered or soldimprovements thereon; (d) Seller’s cash All losses, loss carry-forwards and cash equivalents (rights to receive refunds, credits and loss carry-forwards with respect to any and all Taxes of MarketSource, whether incurred or accrued prior to or after the Closing Date, including marketable securities without limitation interest payable with respect thereto; provided that -------- MarketSource shall not have any rights with respect to any losses, loss carry- forwards and shortrights to receive refunds, credits and loss carry-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”);forwards with respect to any and all Taxes of Alloy or Acquisition Sub for any period after the Closing Date; and (e) all refunds All rights of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members MarketSource under this Agreement and the Transactions; (g) any Contracts (i) relating agreements and instruments executed and delivered to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed MarketSource by Acquisition Sub pursuant to Buyer by the SB IP Licensethis Agreement.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in Section 1.1, the Purchased following assets, properties, rights, interests and goodwill of the Seller are to be retained by the Seller and shall not constitute Acquired Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) all rights of the corporate seals, books, accounting records, income Tax Returns of Seller under this Agreement and the Membersagreements and instruments executed and delivered to the Seller by the Buyer pursuant to this Agreement and all right, records related title and interest in and to corporate governance of Seller and any records that all Contracts to which the Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to party or is otherwise bound other than the extent permitted by applicable Law, be provided to Buyer at the Closing)Assigned Contracts; (b) all credit card receipts minute books and ATM purchases as corporate records of the ClosingSeller; (c) subject to the provisions of Sections 1.1(d), all accounts receivables of Seller right, title and payments processing due to Seller as interest of the Closing for services or products previously rendered or soldSeller with respect to all cash and bank accounts of the Seller; (d) all insurance policies of the Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds Employee Plans of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller; (f) the rights which accrue or will accrue to Seller all telephone numbers, facsimile numbers and the Members under this Agreement and the Transactionse-mail addresses except as listed in Schedule 1.1(h); (g) any Contracts all Intellectual Property of the Seller other than Business Intellectual Property; (h) those assets specifically set forth in Schedule 1.2(h) attached hereto; (i) relating to insurance or Benefit Plansall other assets, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise properties, rights, interests and goodwill of the Seller that do not Assigned Contracts (collectively, “Excluded Contracts”)constitute Acquired Assets; and (hj) any the use of Seller’s IP that is separately licensed the names “Frontline” and “Frontline Marketing” solely for purposes of transitioning the Business to Buyer the Buyer, public announcements and for winding down the operation of the Business by the SB IP LicenseSeller and Alloy.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 1.1.1, the Purchased Assets specifically exclude following assets of each of the following Sellers (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of the Sellers after the Closing: (a) all the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related Sellers’ rights under or pursuant to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Agreement; (b) all credit card receipts and ATM purchases as Equity Securities of the Closingeach Seller; (c) the charters or similar documents, qualifications to conduct business as a foreign entity, taxpayer and other identification numbers, Tax records, corporate seals, minute books, equityholder and equity transfer records and all accounts receivables of Seller and payments processing due to Seller as other similar records of the Closing for services or products previously rendered or soldSellers; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all Contractual Obligations between or among any of the Sellers and/or the Owners; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsContractual Obligations set forth on Schedule 1.1.2(e); (f) all claims for and rights to receive Tax refunds related to Taxes attributable to the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionspre-closing tax periods; (g) any Contracts all rights, claims, counterclaims, credits, causes of action or rights of setoff against third parties, rights of recoupment, defenses, remedies and benefits of the Sellers arising under or relating exclusively to the Excluded Assets or the Retained Liabilities; (h) all bank accounts of each Seller; (i) relating to insurance or Benefit PlansMerchant Reserves of each Seller; (j) one computer owned by the Sellers for each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇; (k) all Cash of each Seller; (l) all of the Equity Securities of NutriCigs International LLC, a Florida limited liability company (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded ContractsNutricigs”); and (hm) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licensetrade names, domain names, and other assets set forth on Schedule 1.1.2(m).

Excluded Assets. Notwithstanding any other provision herein The following assets relating to the contrarybusiness of the Stations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer (the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”"EXCLUDED ASSETS"): (a) the corporate seals, books, accounting records, income Tax Returns of Cash on hand and in banks (or their equivalents) and investment securities belonging to Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, relating to the extent permitted by applicable Law, be provided to Buyer at Station as of the Closing)Closing Date; (b) all credit card receipts Claims by Seller with respect to the Excluded Assets and ATM purchases as of the Closingliabilities not assumed by Buyer, including without limitation claims for tax refunds and counter-claims with respect to obligations and liabilities not being assumed by Buyer hereunder; (c) all accounts receivables All contracts of Seller insurance and payments processing due to Seller as of the Closing for services or products previously rendered or soldother contracts which are not expressly assumed by Buyer hereunder; (d) Seller’s cash All contracts that have terminated or expired prior to the Closing Date in the ordinary course of business and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)as permitted hereunder; (e) Any pension, profit-sharing, retirement, stock purchase or savings plans or trusts and any assets thereof and all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods;other employee benefit plans; and (f) the rights All prepaid expenses and taxes (which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”shall be prorated as provided in Section 1.5 hereof); and (hg) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseThe assets, if any, listed on SCHEDULE 7 hereto.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing provisions of Section 1(a) above, it is expressly understood and agreed that there shall be excluded from the Purchased Assets specifically exclude being conveyed hereunder the following (collectively, the “Excluded Assets”): (ai) the corporate sealsall of Seller's right, books, accounting records, title and interest in prepaid income Tax Returns of Seller and the Members, records related to corporate governance of Seller Taxes and any records that claims for refunds with respect to income Taxes paid by Seller is required by applicable Law to retain for any period ending on or before the Closing Date; (ii) all of Seller’s right, title and interest in its possession (provided that a copy of prepaid insurance or any such records that are not Excluded Assets by another provision of this Section 2.2 willexperience credits, premium deposits or other refunds under insurance policies to the extent permitted by applicable Law, be provided to Buyer at the Closing)same are refundable; (biii) all credit card receipts right, title and ATM purchases as interest of Aviation to claims and causes of action relating to the Closingassets, business or operations of Aviation arising prior to the Closing Date, subject to the obligations of Seller in the last paragraph of Section 1(d) below; (civ) all cash on hand and accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldreceivable; (dv) all Avoidance Actions; provided, that no such Avoidance Actions shall be asserted, brought or otherwise prosecuted by Seller or by any person on Seller’s cash and cash equivalents behalf against any (including marketable securities and short-term investments, if anyA) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue critical supplier or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) vendor set forth on Schedule 2.2(g1(b)(v), or any (B) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)counterparty to any Assumed Aviation Contract; and (hvi) any contract of Seller’s IP Seller that is separately licensed not an Assumed Aviation Contract; (vii) corporate minute books, stock ledgers and a copy of such financial books and records of Seller necessary to Buyer by meet the SB IP Licenserequirements of federal, state and local tax rules and SEC rules.

Excluded Assets. Notwithstanding the foregoing, Sellers are not selling, and Purchaser is not purchasing pursuant to this Agreement or otherwise, any other provision herein to the contrary, the Purchased Assets specifically exclude of the following assets and properties of Sellers (collectively, all of which assets are hereinafter referred to collectively as the “Excluded Assets”):), all of which shall be retained by Sellers and shall be excluded from the Acquired Assets: (a) the corporate seals, Sellers’ minute books, accounting tax returns and other corporate documents and Seller’s financial records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as the membership interests of the ClosingTong Specialty held by Lamb Energy; (c) all accounts receivables contracts of Seller property and payments processing due casualty insurance listed on Schedule 1.03(c) (the “Insurance Policies”) and all rights thereunder (including proceeds from such insurance policies) relating to Seller as of the Closing for services Business or products previously rendered or soldthe Acquired Assets; (d) Seller’s cash all deposits, advances, credits and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)expenses that have been prepaid by Sellers under the Insurance Policies; (e) all any tax (as defined in Section 6.11(c)(i) below) refunds of Taxes with respect to the Business for Pre-Closing Tax Periodsand prepaid taxes; (f) all rights, claims, counterclaims, credits, causes of action, lawsuits, judgments, demands or rights of set-off in favor of Sellers arising out of or relating to the rights which accrue or will accrue conduct of the Business prior to Seller and the Members under this Agreement and Closing Date other than with respect to the TransactionsAcquired Assets; (g) any Contracts (i) all employee benefit plans relating to insurance or Benefit Plansthe Business existing as of the Closing, (ii) set forth including the plans listed on Schedule 2.2(g1.03(g) or (iiithe “Plans”), and all assets related thereto; (h) assets and properties of Sellers not used in the Business, which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”listed on Schedule 1.03(h); and (hi) any of Seller’s IP that all other contracts and agreements to which a Seller is separately licensed to Buyer party or by which its assets or properties are bound other than the SB IP LicenseScheduled Contracts (“Retained Contracts”).

Excluded Assets. Notwithstanding any other provision herein The following assets relating to the contrary, Motive Power Division Business and the Facilities (the "Excluded Assets") are not included in the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):: (ai) all claims of the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related with respect to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, transactions occurring or arising prior to the extent permitted by applicable LawClosing Date, be provided including without limitation any rights or claims of the Seller with respect to Buyer at any tax refund, carryback or carryforward or other credits to the Seller for periods ending on or prior to the Closing); (bii) all credit card receipts cash and ATM purchases cash equivalents held by the Seller as of the Closing; (ciii) all accounts receivable, notes receivable and other receivables of Seller and payments processing due to Seller as held by or of the Closing for services or products previously rendered or soldSeller; (div) Seller’s cash all prepaid expenses and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)deferred charges relating to the Motive Power Division Business; (ev) all refunds of Taxes with respect or rebates paid or payable by vendors or suppliers to Seller relating to purchases for the Business for Pre-Closing Tax PeriodsFacilities; (fvi) any security deposit monies deposited by Seller pursuant to or in connection with the rights which accrue or will accrue to Seller and requirements of the Members under this Agreement and the TransactionsReal Property leases; (gvii) all trade names, trademarks or logos bearing the letters or marks "C&D" and "C&D Technologies"; (viii) any Contracts assets of any employee benefit plan (iincluding, without limitation, as defined in Section 3(3) of The Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Seller or for any employees of Seller; (ix) any property, casualty, workers' compensation or other insurance policy or proceeds or related insurance services contract relating to the Seller, and any rights of the Seller under any such insurance policy or Benefit Planscontract, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise including, but not Assigned Contracts (collectively, “Excluded Contracts”)limited to rights to any cancellation value; and (hx) any of Seller’s IP that is separately licensed all other assets not specifically listed as a Purchased Asset in the Schedules to Buyer by the SB IP LicenseSection 1.1.

Excluded Assets. Notwithstanding any other provision herein to The following assets, properties and rights of Sellers are not part of the contraryPurchase, are excluded from the Purchased Assets specifically exclude and shall remain the following assets, properties and rights of the Sellers after the Closing (collectively, the “Excluded Assets”): (a) all Contracts of the Sellers, other than the Assigned Contracts; (b) the corporate seals, seal and any minute books, accounting recordsstock books and other records relating to the corporate organization of the Sellers or its Affiliates; (c) subject to Section 2.1(m), income Tax Returns Section 2.1(q) and Section 2.5(c), all cash, cash equivalents, short-term investments, bank deposits, investment accounts, corporate credit cards and similar items of Seller the Sellers; (d) marketable securities; (e) all insurance policies of the Sellers, rights thereunder and the Membersproceeds therefrom, records whether or not related to corporate governance of Seller the Business; (f) all personnel and any other records that any Seller is required by applicable Law to retain in its possession and any other information described in clauses (provided that a copy i) and (ii) of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing6.1(b); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) all rights to any Contracts refunds (whether by payment, offset, credit or otherwise) of Taxes for which any of the Sellers is liable under Section 6.4 or that were paid or prepaid by the Sellers with respect to any period or which Taxes are the subject of indemnification by the Sellers under this Agreement; (h) subject to Section 2.1(d), any rights or claims of the Sellers against or with respect to any of its Affiliates and any other benefit or amount owed by any such Affiliate to any of the Sellers; (i) relating to insurance or rights of the Sellers in connection with any assets of Sellers Benefit Plans, ; (iij) set forth the EOG Mud Allowance; (k) rights under this Agreement and other agreements and documents entered into by any of the Sellers in connection with the Purchase; and (l) the bank account listed on Schedule 2.2(g2.2(l) or (iii) which are otherwise not Assigned Contracts (collectively, the “Excluded ContractsAccount”) and all cash included therein; (m) the vehicles listed on Schedule 2.2(m); and (hn) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall items listed on Schedule 2.2(n).

Excluded Assets. Notwithstanding any other provision herein Seller is not selling and Purchaser is not purchasing or assuming obligations with respect to the contrary, the Purchased Assets specifically exclude the following assets of Seller (collectively, the “"Excluded Assets”"): (a) any of the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closingassets set forth on Schedule 2.2(a); (b) all credit card receipts and ATM purchases any cash of Seller as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing Employee Plans and any assets set aside by Seller to fund any of the Employee Plans (if any); provided, however, that any assets set aside shall be limited to employee elective deferrals and employer non-elective contributions to any Employee Plan for services or products previously rendered or soldpayroll periods ending prior to the Closing, and, with respect to any self-insured Employee Plan, claims incurred but not yet reported prior to the Closing; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)any rights of Seller or NexCoil under this Agreement; (e) all refunds Contracts of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller not listed on Schedule 2.1(h), including, without limitation, the Contracts listed on Schedule 2.2(e) (collectively, the "Excluded Contracts"); (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsExcluded Inventory; (g) any Contracts (i) relating to insurance or Benefit PlansSeller's corporate and financial records, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectivelycorporate seals, “Excluded Contracts”)articles, bylaws and minutes; and (h) copies of the records related to the Business listed on Schedule 2.2(h) which are necessary to the Seller for (i) completion of any of Seller’s IP that is separately licensed its obligations contemplated by this Agreement and the transactions contemplated thereby, and (ii) distribution and payment of the Purchase Price to Buyer by NexCoil and certain third parties and the SB IP Licensesatisfaction of the Excluded Liabilities business.

Excluded Assets. Notwithstanding any other provision herein anything contained in Section 1.1 hereof to the contrary, Seller is not selling, and Purchaser is not purchasing any assets of Seller that are not Acquired Assets, which include without limitation, any assets of Seller not used in the Purchased Assets specifically exclude operation of the Business and the following (collectively, the “Excluded Assets”): (a) Any cash, investments and other cash equivalents other than the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)Transferred Pension Assets; (b) all credit card receipts Seller’s minute books, Tax returns and ATM purchases as of the Closingother organizational documents, and Seller’s financial records and employment records, other than those employment records pertaining to Transferred Salaried Employees, Transferred Hourly Non-Union Employees and Union Employees which are allowed to be transferred to Purchaser under applicable Laws; (c) all accounts receivables of Seller All qualifications to transact business as an extra-provincially registered corporation, arrangements with registered agents with respect to extra-provincial registrations, and payments processing due to Seller as of the Closing for services or products previously rendered or soldtaxpayer and other identification numbers; (d) Any Tax benefits and rights to refunds; (e) All accounts and notes receivable and any security held by Seller for the payment thereof; (f) Except as provided for in Sections 5.2 through 5.6 hereof, any Plans, and any assets, contracts or rights relating to any such Plans; (g) The Real Property associated with Seller’s cash cake mix plant located in M▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇; (h) The contracts, agreements and cash equivalents commitments set forth on Schedule 1.2(h); (including marketable securities and short-term investmentsi) All of the equipment, if any) not included in Target Working Capital Level furniture, fixtures, leasehold improvements or other assets located at Seller’s facility at 8▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Excluded CashMarkham Property”); (ej) all refunds All rights of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)other document entered into in connection with this Agreement; and (hk) any All assets, properties, interests and rights of Seller’s IP that is separately licensed Seller not exclusively related to Buyer by the SB IP LicenseBusiness.

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the The following (collectively, the are “Excluded Assets”):” that will be retained by the Sellers: (a) the corporate seals, books, accounting records, income Tax Returns of Seller Sellers’ rights under or pursuant to this Agreement and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing)other Related Documents; (b) all credit card receipts the Sellers’ general ledger, accounting records, minute books, statutory books and ATM purchases corporate seal, provided that Buyer shall be given copies of the general ledger and accounting records as such documents exist as of the ClosingClosing Date; (c) all accounts receivables of Seller the Sellers’ personnel records and payments processing due any other records that the Sellers are required by law to Seller as of the Closing for services or products previously rendered or soldretain in its possession; (d) Seller’s cash any right to receive mail and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“other communications addressed to the Sellers relating to the Excluded Cash”)Assets or the Excluded Liabilities; (e) all refunds of Taxes with respect to rights existing under the Business for Pre-Closing Tax PeriodsExcluded Contracts; (f) any intercompany receivables of any kind or nature including, without limitation, any amounts due from Killington or Pico to ASC, acknowledging that any intercompany receivables of the rights which accrue Subsidiaries of the Sellers other than ASC (not including SP Land or will accrue to Seller and the Members under this Agreement and the TransactionsSS Associates) are listed on Schedule 2.3(f); (g) any Contracts the personal property listed on Schedule 2.3(g); (h) all bank accounts; (i) relating to insurance or Benefit Plans, (ii) set forth the internet domain names on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.3(i); and (hj) any assets and rights of Seller’s IP that is separately licensed any nature whatsoever in respect of, related to Buyer by or resulting from any of the SB IP Licenseitems described in this Section 2.3, inclusive, or any Excluded Liability, including, without limitation, any Income Tax refunds, credits or adjustments (or any rights thereto).