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. 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 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. 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 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 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 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 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 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 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 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 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 herein to Other than the contraryPurchased Assets, the Purchased Assets specifically exclude Seller is not selling, and the Buyer is not purchasing, any of the following assets of the Seller or its Affiliates, all of which shall be retained by the Seller or its Affiliates (collectively, the “Excluded Assets”): (a) all of the corporate seals, books, accounting records, income Tax Returns of Seller Seller’s and the Members, records related to corporate governance of Seller its Affiliates’ cash 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 and ATM purchases as of any other Contracts that are not Assumed Contracts, including the ClosingExcluded Contracts; (c) all accounts receivables Intellectual Property owned by the Seller or any of Seller and payments processing due to Seller as its Affiliates other than the Transferred Intellectual Property, including the Intellectual Property set forth on Section 2.2(c) of the Closing for services or products previously rendered or soldSeller Disclosure Letter (collectively, the “Excluded Intellectual Property”); (d) Seller’s cash all Owned Real Property and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all Leased Real Property; (e) all refunds machinery and equipment identified on Section 2.2(e) of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller Disclosure Letter; (f) all Inventory other than Finished Goods as of the Closing Date; (g) all Receivables as of the Closing Date to the extent relating to and arising in the period prior to the Closing Date (and any cash received in respect of such Receivables whether prior to, on or after the Closing Date); (h) all IT Assets other than as set forth in Section 2.1(l); (i) the assets identified on Section 2.2(i) of the Seller Disclosure Letter; and (j) all rights which accrue or will accrue to of the 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 Ancillary Agreements and all of the Seller’s IP that is separately licensed to Buyer by interest in the SB IP Licensecapital stock of its Subsidiaries.

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 provision herein to the contraryforegoing, the Purchased Institutional Assets specifically exclude shall not include the following assets of Seller (collectively, the “Excluded Assets”): (a) Unrestricted cash and cash equivalents in excess 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)Working Capital Amount; (b) all credit card receipts current and ATM purchases as deferred Tax assets, and all claims, returns, deposits, prepayments, rebates and refunds with respect to Taxes arising or relating to or in respect of the ClosingSeller’s operation of the University or ownership of the Institutional Assets for periods ending prior to the Closing Date or, with respect to periods straddling the Closing Date, all such Tax assets, claims, returns, deposits, rebates and refunds relating to the portion of such Tax period that ends on the Closing Date; (c) all accounts receivables of Seller and payments processing due to Seller Contracts that are not Transferred Contracts (the “Excluded Contracts”), as listed on Section 1.3(c) of the Closing for services or products previously rendered or soldDisclosure Schedule; (d) the organizational documents, minute books, equity ownership records, 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 Books and Records (other than Student Records and personnel files of Taxes with respect to the Business for Pre-Closing Tax Periods;Transferred Employees); (f) rights to all Insurance Policies (and proceeds therefrom); (g) the rights which that accrue or will accrue to Seller and the Members its Affiliates 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 Transaction Documents; 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 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 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 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 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 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 anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the Purchased Assets specifically exclude following assets of the following Company (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated by this Agreement, are excluded from the Acquired Assets and will be retained by the Company and remain the property of the Company following the Closing: (a) all of the corporate sealsCompany’s rights to recovery arising out of any Litigation that is currently pending and listed on Schedule 3.12; (b) all rights of the Company under this Agreement and any other agreements between the Company and Buyer entered into on or after the date of this Agreement; (c) the Company’s records relating to the organization, booksmaintenance, accounting recordsexistence and good standing of the Company as a corporation (excluding, income Tax Returns for the avoidance of Seller and the Membersdoubt, records related relating to corporate governance of Seller and Real Property); (d) personnel records; (e) any records that Seller the Company is required by applicable Law to retain in its possession (provided provided, that a copy 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 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 those Governmental Authorizations and pending applications or will accrue to Seller and the Members under this Agreement and the Transactionsrenewals of governmental obligations that are nonassignable in accordance with their terms; (g) all insurance policies and rights thereunder; (h) all rights relating to Tax deposits and claims for Tax refunds and credits, and the right to make claims with respect thereto, and rights to offset including rights relating to the payment of interest payable with respect to any Contracts of the foregoing; (i) relating all Plans and all rights in connection with, and with respect to insurance or Benefit Plansthe assets associated with, any Plan; (iij) set forth Tax Returns and related records of the Company; (k) the assets listed on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.2(k); and (hl) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseall cash and cash equivalents.

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 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 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 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 anything herein to the contrary, the Purchased Assets specifically exclude Seller is not selling to the following Buyer, and the Buyer is not purchasing from the Seller (collectively, the “Excluded Assets”): (ai) the corporate seals, books, accounting records, income Tax Returns accounts receivable of the 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 outstanding at the ClosingEffective Time (the "Seller's Accounts Receivable"); (b) all credit card receipts and ATM purchases as , including, but not limited to, those generated by the operation of the Closing; Division (cthe "Division Accounts Receivable"); (ii) 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 of the Seller; (including iii) any contract, order, payable, commitment, obligation, agreement, lease, or undertaking, whether oral or written, of the Seller (other than the Assumed Contracts); (iv) any security deposits and bonds (other than the Deposit Accounts"); (v) the name "Green Manufacturing, Inc."; (vi) marketable securities and short-term investments, if any) not included in Target Working Capital Level other securities; (“Excluded Cash”); (evii) all refunds 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; Collateral Agreements (gas hereinafter defined); (viii) all books, records and other assets of the Seller relating to corporate level activities, including, but not limited to, those relating to filings with the Securities and Exchange Commission and the Internal Revenue Service and those relating to accounting and tax functions; (ix) any Contracts (i) relating to insurance or Benefit Planscorporate minute books, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any stock ledgers and other corporate books and records of the 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 (collectively, the “Excluded AssetsEXCLUDED 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 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 business and not used or held for use in the SB IP LicenseDivision.

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) 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 Cash; (b) all credit card receipts and ATM purchases as of the ClosingPurchase Price; (c) all accounts receivables of Seller any current or deferred federal, foreign, state or local income and payments processing due to Seller as of the Closing for services or products previously rendered or soldfranchise Taxes receivables; (d) all minute books and other governance documents 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 membership interest of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller; (f) the rights any leased assets or leased real property of Seller which accrue or will accrue Buyer has elected not to Seller and the Members under this Agreement and the Transactionsassume, as set forth on Schedule 2.2(f); (g) all insurance policies that relate to coverage periods prior to the Closing Date, excluding any insurance policies that have any cash surrender values or other similar monetary amounts related to such insurance policies to the extent that such amounts are reflected on the Preliminary Closing Date Balance Sheet; (h) any Contracts (i) relating which the Buyer has elected not to insurance or Benefit Plans, (ii) assume as set forth on Schedule 2.2(g2.2(h) or (iii) which are otherwise not Assigned Contracts (collectively, the “Excluded Contracts”); (i) all claims against any third party, which claims are directly related to or directly arising out of any indemnification by the Buyer against the Seller or the Member and which claims do or could form the basis for a claim of contribution from such third party; (j) the Seller’s Personal Property; and (hk) any the accounts receivable due and owing the Seller from IXYS, Corp., as of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseClosing Date (the “Excluded Accounts Receivable”).

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 assets conveyed hereby: (i) the Company’s rights under or pursuant to this Agreement and the other Transaction Documents; (ii) the Company’s bank accounts, general ledger, accounting records, Tax Returns of the Company, minute books, statutory books and corporate seal; (iii) all billed and unbilled accounts receivable, pertaining to customers that purchase and have outstanding accounts receivable for both neurotechnologies and EyeTel/Digiscope assets and/or services. (iv) the Company’s personnel records and any other provision herein records that the Company or the Subsidiary is required by law to the contrary, the Purchased Assets specifically exclude the following retain in its possession; (v) all rights existing under each Contract set forth on Schedule 2.1(b)(iv) (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 CashContracts”); (evi) all refunds of Taxes cash, cash equivalents and other securities held under or with respect to or in connection with any Employee Plan or employee benefit plan of the Business for Pre-Closing Tax PeriodsCompany; (fvii) the rights which accrue or will accrue to Seller all cash, cash equivalents and the Members under this Agreement and the Transactionscash held in escrow; (gviii) 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”); andall securities held by the Company; (hix) any rights to or claims for refunds, overpayments or rebates of SellerTaxes and other governmental charges for periods (or, in the case of a period that includes but does not end on the Closing Date, the portion thereof) ending on or prior to the Closing Date, prepaid income Taxes and the benefit of net operating loss carryforwards, carrybacks or other Tax attributes of the Company; (x) all insurance policies and the Company’s IP that is separately licensed rights, title and interest in, to Buyer by and under such policies and all prepayments related thereto; (xi) all nonEyeTel/Digiscope Business assets of the SB IP LicenseCompany.

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 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 anything herein to the contrary, the Purchased Acquired Assets specifically exclude shall not include the following (collectively, the “Excluded Assets”): (a) the corporate sealsall contracts, books, accounting records, income Tax Returns of Seller licenses 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 leases 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)Assigned Contracts; (b) the seals, organizational documents, minute books, Tax Returns, books of account or other records having to do with the organization of Seller and all credit card receipts and ATM purchases as of the Closingemployee-related or employee benefit- related files or records; (c) all cash and cash equivalents, including accounts receivables receivable and existing financial security guaranteeing installation of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldpublic improvements (including sewer facilities); (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) subject to Section 4.11, all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsCity’s Plans or other assets attributable thereto; (f) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (g) all assets, properties and rights used by Seller other than those which primarily relate to the operations of the System; (h) the assets, properties and rights specifically set forth on Schedule 2.02(h); (i) all right, title and interest in and to any facilities, rights of way or real property interests granted or conveyed to Seller in any of the documents identified on Schedule 4.09 that do not relate to the System, including, without limitation, any and all water utility and storm sewer assets; and (j) 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 related agreement, exhibit 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 Licenseschedule.

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 assets of Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and will remain the property of Seller after the Closing: (a) the corporate sealsAll cash, bookscash equivalents, accounting recordsAccounts Receivable (other than Accounts Receivable for direct b▇▇▇ policies, income Tax Returns of Seller as shown on Schedule 3.4(c), which, for clarity, are Buyer’s property in accordance with Section 1.5(b)), notes receivable, money market certificates, stocks, bonds, real property, 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)vehicles; (b) all credit card receipts All 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 and short-term investments, if any) not included except as set forth in Target Working Capital Level (“Excluded Cash”Section 1.1(g)); (e) all refunds of Taxes with respect All (i) personnel Records and any Records that Seller is required to retain by Law, and (ii) Records related to the operations of the Business for Pre-Closing Tax Periodsprior to five (5)-year period preceding the Effective Date (collectively, “Excluded Records”); (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 charges of whatever nature; (g) any Contracts All rights in connection with and assets of the Employee Benefit Plans; (h) All rights of Seller under the Seller Documents; (i) relating Those personal effects of the Shareholder and/or the employees of Seller listed in Schedule 1.2(i); (j) Subject to insurance or Benefit PlansSection 5.5, Seller’s corporate name and fictitious trade names (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”and any derivations thereof); and (hk) any All rights of Seller’s IP that is separately licensed Seller under the Excluded Contracts not expressly assigned to Buyer by the SB IP Licensehereunder.

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 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 1.1.1, 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 contrary, the Purchased The Assets specifically shall exclude the following assets (collectively, the “"Excluded Assets”"): (a) Sellers' cash on hand as of the corporate sealsClosings and all other cash in any of Sellers' bank or savings accounts; any insurance policies, booksletters of credit, accounting records, income Tax Returns of Seller or other similar items and the Members, records related to corporate governance of Seller cash surrender value in regard thereto; and any records that Seller is required by applicable Law to retain in its possession (provided that a copy stocks, bonds, certificates 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)deposit and similar investments; (b) All books and records that each Seller is required by law to retain, that pertain to each Seller's organization or other internal matters and all credit card receipts and ATM purchases as of the Closingtax records; (c) all accounts receivables of Seller Any pension, profit-sharing, or employee benefit plans, and payments processing due to Seller as of the Closing for services or products previously rendered or soldany collective bargaining agreements; (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 Accounts Receivable; (e) all refunds Claims of Taxes any Seller, other than those involving the FCC Licenses, with respect to matters occurring prior to the Business for Pre-First Closing Tax PeriodsDate; (f) Claims of any Seller involving the rights which accrue or will accrue FCC Licenses with respect to Seller and matters occurring prior to the Members under this Agreement and the TransactionsSecond Closing; (g) All rights to the name "▇▇▇▇▇▇," "PAX" or any Contracts logo, variation or derivation thereof, and the call signs "WDPX," "WPXG" and "WPXU"; (h) Prepaid expenses for which Sellers do not receive a credit under Sections 2.4(b) or (c) hereof and deposits to the extent not reflected in the adjustments made pursuant to Section 2.4(b) hereof; (i) relating All assets or property of each Seller not related to insurance or Benefit Plansthe Stations; (j) All contracts, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise leases and other agreements not Assigned Contracts (collectively, “Excluded included in the Assumed Contracts”); and (hk) any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseAll other property listed on SCHEDULE 2.2 hereto.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Acquired Assets specifically exclude shall not include the following assets of Seller (collectively, the “Excluded Assets”"EXCLUDED ASSETS"): (a) those assets set forth on 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)EXCLUDED ASSETS SCHEDULE attached hereto; (b) all credit card receipts rights to receive mail and ATM purchases as other communications addressed to Seller relating to any of the ClosingExcluded Assets or the Excluded Liabilities, or any matter other than the Alarm Service Assets; (c) all accounts receivables of Seller contracts and payments processing due to Seller as of the Closing for services or products previously rendered or soldagreements other than Customer Contracts and Assumed Contracts; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsas of March 6, if any) not included in Target Working Capital Level (“Excluded Cash”)1998; (e) all refunds of Taxes with respect to prepaid costs and prepaid expenses not listed on the Business for Pre-Closing Tax PeriodsAcquired Assets Schedule; (f) the rights which accrue or will accrue to Seller Seller's and the Members under Shareholders' interest in this Agreement and any proceeds to be paid to the TransactionsSeller pursuant to the transactions contemplated by this Agreement; (g) any Contracts all claims for refunds, rights of recovery, rights of setoff and rights of recoupment, except to the extent they relate directly to the Acquired Assets of the Assumed Liabilities (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 loans made by Seller to its employees or the Shareholders, whether or not reflected on the books and records of the 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 Acquired Assets shall not include any assets, properties or rights not specifically exclude the following identified in Section 2.1 (collectively, collectively the “Excluded Assets”):). The Excluded Assets shall include, without limitation, the 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, all assets primarily relating to the extent permitted by applicable Law, be provided to Buyer at the Closing)Excluded Business; (b) all credit card receipts cash and ATM purchases as cash equivalents of the ClosingSeller; (c) the Seller Benefit Plans and all accounts receivables of assets relating to or under such Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldBenefit Plans; (d) Seller’s cash and cash equivalents all Tax assets (including marketable securities duty and short-term investments, if anytax refunds and prepayments) not included except to the extent specifically described in Target Working Capital Level (“Excluded Cash”Section 2.1(h); (e) all refunds Tax Returns and financial statements of Taxes with respect to Seller and the Business for Pre-Closing Tax Periodsand all records (including working papers) related thereto; (f) all credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and duties to the rights which accrue or will accrue extent related to Seller and the Members under this Agreement and the Transactionsany Excluded Asset; (g) all insurance policies held by Seller; (h) all insurance proceeds which Seller have a right to receive and that relate to any Contracts Excluded Assets or Excluded Liabilities or events or occurrences prior to the Closing (other than insurance proceeds received in respect of an Assumed Liability); (i) relating the Seller Intellectual Property; (j) any License that by its terms is not assignable to insurance Buyer; (k) all ownership interests of Seller in any Affiliate, joint venture or Benefit Plans, any other Person; (iil) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “all Excluded Contracts”)Accounts Receivables; and (hm) any of Seller’s IP all rights that is separately licensed accrue to Buyer by the SB IP LicenseSeller under this Agreement.

Excluded Assets. Notwithstanding Buyer and Sellers hereby agree that none of the following shall be included within the definition of Assets: (a) all of Sellers’ rights in that certain [describe excluded asset], (b) that certain [describe excluded asset] owned by [seller name1] and more specifically defined on Exhibit B hereto, (c) all of Sellers’ rights to [describe excluded asset] that are owned by Sellers and previously identified to Buyer, including, any other provision herein licenses or permits with respect thereto, (d) the rights to any of any Sellers’ claims, or claims in favor of the Business for any federal, state, local or foreign income tax refund, and (e) insurance benefits, including but not limited to all insurance rights and proceeds arising from or related to the contraryAssets and/or the Business, and (f) all accounts receivable (the Purchased Assets specifically exclude “Pre-Closing Accounts Receivable”) of the following Business as of the Closing Date ((a)-(f) collectively, the “Excluded Assets”): ). Buyer hereby acknowledges and agrees that the ▇▇▇▇▇▇▇▇ sign located on or near the gas station, which constitutes a portion of the Business, is owned by ▇▇▇▇▇▇▇▇ or an affiliate of ▇▇▇▇▇▇▇▇, and that Sellers are not transferring any right, title or interest in or to such ▇▇▇▇▇▇▇▇ sign. Within three (a3) the corporate seals, books, accounting records, income Tax Returns business days 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 receipt 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 Accounts Receivable, Buyer covenants and agrees to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating deliver such Pre-Closing Accounts Receivable 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 Seller will retain, and Buyer will not purchase, any other provision herein of assets of Seller not exclusively relating to the contraryBusiness and not identified in Section 2.1 above, the Purchased Assets specifically exclude including the following (collectively, the “Excluded Assets”):), all of which shall remain the exclusive property of Seller, free and clear of any claim of Buyer except as provided for herein: (i) all accounts receivable of Seller, including those that relate to the Business; (ii) cash and cash equivalents; (iii) any refund or credit (a) related to Taxes paid prior to the corporate sealsClosing Date, bookswhether such refund is received as a payment or as a credit against future Taxes payable, accounting recordsor (b) arising under any Assumed Contracts and relating to a period before the Closing Date; (iv) the desktop and laptop computers used by the Transferred Employees; (v) all intercompany receivables and intercompany payables, income Tax Returns including any interest thereon, of Seller and the Members, records related to corporate governance from divisions or Affiliates of Seller; (vi) all rights of Seller and under this Agreement or any records that Seller is required by applicable Law to retain in its possession Ancillary Agreement; (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, vii) claims or rights against third parties 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 such claims relate 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”)Assets; and (hviii) claims, rights and choses in action of Seller against third parties arising out of or in connection with the Purchased Assets, or any of Seller’s IP that is separately licensed the Assumed Liabilities prior to Buyer by the SB IP LicenseClosing Date.

Excluded Assets. Notwithstanding any other provision herein anything contained in Section 2.1 to the contrary, the Purchased Assets specifically exclude Seller is not selling, and the Buyer is not purchasing, any of the following assets, all of which shall be retained by the 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 all 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)Contracts; (b) all credit card receipts state and ATM purchases as of the Closingfederal telecommunications Licenses and authorities for non-cable services; (c) all accounts receivables of owing to the Seller and payments processing due to Seller as by any of the Closing for services or products previously rendered or soldSeller’s Affiliates; (d) 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”)equivalents; (e) all refunds the Seller’s corporate books and records of Taxes with respect internal corporate proceedings, tax records, work papers, and books and records that the Seller is required by Law to the Business for Pre-Closing Tax Periodsretain; (f) all of the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsSeller’s bank accounts; (g) any Contracts interest in or right to any refund of Taxes relating to the Systems, the Transferred Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Time; (i) all right, title and interest in, to and under the ▇▇▇▇ “G Force” and any ▇▇▇▇ incorporating “G-Force”, by itself or in combination with any other ▇▇▇▇ (the “Excluded Marks”); (i) except as specifically provided in Section 5.4, any assets relating to insurance any Employee Plan; (j) all rights, claims and causes of action relating to any Excluded Asset or Benefit Plansany Excluded Liability; (k) any assets that are not used, or held for use, in the operation of the Systems; (iil) set forth on Schedule 2.2(gthe assets listed in Section 2.2(l) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)of the Disclosure Schedules; and (hm) any all rights of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSeller under this Agreement and the Ancillary Agreements.

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 any other provision herein to the contrarySection 2.1 and Section 2.2, the Purchased Assets specifically exclude do not include the following assets of Seller (collectively, the “Excluded Assets”): (a) the corporate sealsSeller’s articles of organization, operating agreement (or other formation documents), limited liability company record books, accounting recordsother records having to do with the organization of Seller, income Tax Returns of Seller and the Membersreports, records related to corporate governance of Seller checkbooks 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)canceled checks; (b) all credit card receipts and ATM purchases as of the Closingthose contracts with Seller’s Affiliates set forth on Schedule 2.3(b); (c) all accounts receivables of Seller and payments processing due to Seller as of Commitments, other than the Closing for services or products previously rendered or soldPurchased Commitments set forth on Schedule 2.2(e); (d) loans or notes payable, or the right to receive payment thereunder, made by DCO, South Jersey Industries, Marina Energy, LLC or DCO ECH Energy, LLC to 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 Periodsaccounts receivable owing from Seller’s Affiliates; (f) the Tax refunds and Tax deposits; and (g) any cash and cash equivalents or securities owned by Seller; (h) all defenses, counterclaims and rights of set-off arising out of or relating to any Excluded Liabilities; (i) all rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating other documents or agreements contemplated herein that are not transferred to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)Purchaser; and (hj) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseassets, if any, described on Schedule 2.3(j).

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 "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 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)short-term investments; (b) all credit card receipts the certificate of organization (and ATM purchases as any amendments thereto), minute book, membership records and company seal of the ClosingSeller; (c) all accounts receivables the membership interests of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldSeller; (d) all of Seller’s cash 's insurance policies and cash equivalents rights thereunder (including marketable securities except to the extent specified in SECTIONS 1.1(H) and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”I)); (e) all refunds of Taxes with respect personnel records and other records that Seller is required by law to the Business for Pre-Closing Tax Periodsretain in its possession; (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 charges of whatever nature; (g) all rights in connection with and assets of any Contracts Employee Benefit Plans (as defined in SECTION 2.10 below); (h) all rights of Seller under this Agreement and in connection with the transactions contemplated hereby, including without limitation the rights of Seller under the Bill of Sale, the Assignment and Assumption Agreement, the Assi▇▇▇▇nt and Assumption of Lease, the Promissory Note, and the Escrow Agreement; (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 property and assets expressly designated in SCHEDULE 1.2(H); and (hj) the use of the name "James Lee Witt" by James Lee Witt, an individual and member of Selle▇, ▇▇▇ ▇▇▇-▇▇▇merci▇▇ ▇▇▇▇▇▇▇▇, ▇nd for certain commercial purposes following the termination of the Witt Employment Agreement which uses do not conflict with any provi▇▇▇▇s of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseWitt Employment 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) the corporate seals, books, accounting records, income Tax Returns of Seller all 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 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 and short-term investments, if anyexcept to the extent specified in Section 2.1(h) not included in Target Working Capital Level or (“Excluded Cash”i)); (e) all refunds of Taxes with respect personnel Records and other Records that Seller is required by law to the Business for Pre-Closing Tax Periodsretain in its possession; (f) all claims for refund of Taxes and other governmental charges of whatever nature (other than any refunds that are included as Tax assets in the rights which accrue Working Capital); provided, that if any such refunds relate to Taxes that are prorated at Closing or otherwise paid by Buyer, then only that portion of the refund relating to the Tax period ending prior to the Closing Date or the portion of Taxes paid (and unreimbursed) by Seller, as the case may be, will accrue to Seller and the Members under this Agreement and the Transactionsbe an Excluded Asset; (g) all Employee Plans or other employee benefit plans of Seller and 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”)rights in connection with and assets of such plans; and (h) any all rights of Seller’s IP that is separately licensed to Buyer by Seller under this Agreement, the SB IP LicenseBill of Sale, the Assignment and Assumption Agreement, and the Escrow Agreement.

Excluded Assets. Notwithstanding any other provision herein anything in Section 1.1 to the contrary, Seller shall retain all right, title and interest to, and shall not Transfer to Purchaser, any rights, titles, interests, properties, assets, contracts or leases that are not specifically included in the Purchased Assets specifically exclude the following Transferred Assets, (collectively, the “Excluded Assets”):), including but not limited to the following: (a) all cash, cash equivalents, marketable securities and intercompany accounts receivable of Seller, including all accounts receivable arising out of or relating to its Affiliates or 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)Programs; (b) all credit card receipts assets of Seller’s and ATM purchases as of its Affiliates’ employee benefit plans (the Closing“Benefit Plans”); (c) all accounts receivables minute books, stock books, Relevant Tax Returns and similar corporate records of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldits Affiliates; (d) Seller’s cash all employees of Seller and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)its Affiliates; (e) all refunds of Taxes claims and counterclaims with respect to rights of offset against Liabilities of the Business for Pre-Closing Tax PeriodsPrograms not assumed by Purchaser; (f) the all rights which accrue or will accrue to of Seller and the Members under this Agreement and the TransactionsTransaction Documents; (g) any all rights of Seller and its Affiliates in, to and under the Contracts (i) relating to insurance or Benefit Plans, (ii) set forth listed on Schedule 2.2(g1.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, the “Excluded Contracts”); (h) all intellectual property rights other than those set forth in Schedule 1.1(c); and (hi) any of Seller’s IP all Notebooks and Study Reports set forth on Schedule 1.1(h) for the retigabine program; provided that is separately licensed Seller will allow Purchaser reasonable access to Buyer examine and copy the files as requested by Purchaser, or to temporarily possess the SB IP Licenseoriginals thereof, as reasonably requested by Purchaser.

Excluded Assets. Notwithstanding any other provision herein anything in this Agreement to the contrary, the Purchased Assets specifically exclude the following assets, properties, contracts, agreements, rights and interests of Seller Parties (collectively, the “Excluded Assets”):) are excluded from the Purchased Assets and shall remain the property of Seller Parties after Closing: (a) the corporate seals, books, accounting records, income Tax Returns of Seller All 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 All amounts payable to Sellers by credit card receipts companies for transactions occuring prior to Closing, but settled and ATM purchases paid by such credit card companies after Closing. A schedule of such amounts as of Closing, including the Closingtransactions giving rise thereto, shall be delivered by Sellers to Buyer by or before January 2, 2014; (c) all accounts receivables All employee benefit plans of Seller Parties and payments processing due to Seller as of the Closing for services or products previously rendered or soldall assets attributable thereto; (d) Seller’s cash Sellers’ corporate seals, organizational documents, minute books, stock books, tax returns, and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)all other records having to do solely with the corporate organization of Sellers; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsSellers' tax identification numbers and provider numbers; (f) All Contracts related to the Business to which any Seller Party is a party and which are not among the Assumed Contracts; and (g) All rights which that accrue or will accrue to Seller and the Members Parties under this Agreement and any other agreement, instrument or certificate executed and delivered in connection with 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 transactions contemplated by this Agreement (collectively, the “Excluded ContractsTransaction Documents”); 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 shall not include the following assets of Seller (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 inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and ATM purchases as other inventories of the ClosingCommercial Business that is not identified on Schedule 2.01(b) (the “Excluded Inventory”); (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldnotes receivable, including intercompany accounts receivable and debts; (d) Seller’s cash and cash equivalents Contracts that are not Assigned Contracts (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (the “Excluded CashContracts”); (e) all refunds employees of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller, other than the Transferred Employees; (f) corporate seals, organizational documents, minute books, stock record books, Tax Returns, books of account or other records bearing no relationship to the Commercial Business, the Purchased Assets or the Assumed Liabilities; (g) direct or indirect ownership interests in any Subsidiary of Seller; (h) Benefit Plans and assets attributable thereto; (i) refunds, claims for refunds and rights to receive refunds with respect to any and all Taxes of Seller or any of its Affiliates; (j) any insurance proceeds with respect to business interruption and cybersecurity claims; (k) the rights which that 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 Transaction Documents; and (hl) any other assets of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSeller not otherwise set forth in Section 2.01.

Excluded Assets. Notwithstanding any other provision herein to the contraryThe Assets do not include, the Purchased Assets specifically exclude Seller Parties are not selling and Buyer is not purchasing, any of the following (collectively, the “Excluded Assets”): (ai) any and all assets of Stockholder that are not otherwise included as Assets under Section 2.1; (ii) all Contracts that are not the Assigned Contracts; (iii) the corporate seals, organizational documents, minute books, accounting recordsstock books, income Tax Returns Returns, books of account or other records having to do with the corporate organization of Stockholder and not Seller and or the MembersBusiness, all employee-related or employee benefit-related files or records related to corporate governance other than personnel files of Seller Employees, and any other books and records that which Seller is prohibited from disclosing or transferring to Buyer under applicable Legal Requirements and is required by applicable Law Legal Requirements 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; (biv) all credit card receipts insurance policies of Seller and ATM purchases as of the Closingall rights to applicable claims and proceeds thereunder; (cv) all accounts receivables of Seller Employee Plans and payments processing due to Seller as of the Closing for services trusts or products previously rendered or soldother assets attributable thereto; (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”); (evi) all claims for and rights to receive Tax refunds and Tax credits relating to the Seller Parties’ ownership of Taxes the Assets with respect to Tax periods (or portions thereof) ending on or prior to the Business for Pre-Closing Tax Periods;Date; and (fvii) 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) assets 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 in this --------------- Agreement other than Section 2.1(1), nothing in this Agreement will constitute or be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the Purchased Assets, but which are hereby specifically excluded from the sale and the definition of Purchased Assets specifically exclude herein, other than any of the following that are owned by CHP as of the Closing which, except as expressly provided otherwise herein, will be retained by CHP (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 cash equivalents on hand and any records that Seller is required by applicable Law to retain on deposit 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 accounts; (b) all credit card receipts and ATM purchases as any refund of costs or expenses borne by Seller attributable to the Closingperiod prior to the Closing Date; (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 any rights which that accrue or will accrue to Seller under this Agreement; (d) the Tax Returns of Seller and any rights to any of Seller's claims existing at Closing for Tax refunds; (e) the corporate seal, minute books, stock books and other records relating to the corporate organization of Seller and the Members under this Agreement general ledger and other books of original entry of the TransactionsSeller; (f) any rights of Seller in any pending litigation [as listed on Schedule 2.2]; (g) any Contracts (i) relating asserted or unasserted rights or claims that relate to insurance the Excluded Assets or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “the Excluded Contracts”)Liabilities; and (h) any all other assets of Seller’s IP that is separately licensed to Buyer by Seller which are not used primarily in the SB IP LicenseBusiness.

Excluded Assets. Notwithstanding any other provision herein of this Agreement to the contrary, the Purchased following Assets specifically exclude of Seller existing on the following Closing Date (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: (ai) the corporate all minute books, seals, books, accounting records, income Tax Returns equity record books and equity transfer records of Seller and the Members, books and records related to corporate governance of Seller Seller; (ii) all Contracts set forth on the attached Schedule 1.2(ii) (the “Excluded Contracts”); (iii) all personnel records and any other records that Seller is required by applicable Law Legal Requirement 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)possession; (biv) all credit card receipts rights and ATM purchases interests under or in connection with, and any assets of, any of the Employee Plans maintained by Seller solely for the benefit of its employees and any related trusts or funding vehicles; (v) all rights of Seller under this Agreement and the other Transaction Documents, including with respect to the NBEV Shares and the Earnout Amount; (vi) all rights, claims, and causes of action against third parties existing as of the Closing; (cvii) all accounts receivables of Seller and payments processing due Tax refunds relating to Seller as of Seller’s operations prior to the Closing for services or products previously rendered or soldClosing; (dviii) all rebates, credits, refunds or other reimbursements earned or due on account 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”)operations prior to the Closing; (eix) all refunds of Taxes rights and claims under or 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 Seller’s insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)policies; and (hx) any of Seller’s IP that is separately licensed to Buyer by those items set forth on the SB IP License.attached Schedule 1.2(x);

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).

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude following assets are expressly excluded from the following purchase and sale contemplated hereby (collectively, the “"Excluded Assets”):") and, as such, are not included in the assets to be conveyed hereby: (ai) the corporate seals, booksSeller's or its post-Closing Affiliates' rights under or pursuant to this Agreement; (ii) Seller's or its post-Closing Affiliates' general ledger, accounting records, income Tax Returns of Seller minute books, statutory books and the Memberscorporate seal, 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, Purchaser shall be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as given copies of the Closing; (c) all accounts receivables of Seller general ledger and payments processing due to Seller accounting records as such documents exist as of the Closing for services or products previously rendered or soldDate to the extent such documents relate to the Business; (diii) 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 or any of its Affiliates relating to the Excluded Cash”)Assets or the Excluded Liabilities; (eiv) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodscontracts, agreements, arrangements and other assets listed on Schedule 1.1(b)(iv) attached hereto; (fv) the rights which accrue all intercompany receivables, investments or will accrue to Seller and the Members under this Agreement and the Transactionsother intercompany assets of any kind or nature; (gvi) any Contracts (i) relating to insurance or Benefit Plansmaintenance contracts, (ii) which will be handled as set forth on Schedule 2.2(gin Section 1.7; (vii) or cash, other than any cash in any Acquired Subsidiary; (iiiviii) which are except as otherwise not Assigned Contracts (collectivelyprovided herein, “Excluded Contracts”)U.K. real estate; and (hix) any other asset not specified in Section 1.1(a). Nothing herein will prohibit Seller or any of Seller’s IP that its Affiliates from causing any Acquired Subsidiary to transfer any asset which is separately licensed not a Division Asset to Buyer by the SB IP LicenseSeller or one or more of its other Affiliates.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude the following assets (collectively, the “Excluded "EXCLUDED Assets”):") shall not be sold or transferred to the Buyer and shall be retained by the Seller: (a) all cash and cash equivalents (excluding deposits (i) held by the corporate seals, books, accounting records, income Tax Returns of Seller lessors under the Tape Office Leases and the Members, records related to corporate governance Tape Equipment Leases and (ii) held by the Seller in respect of Seller and any records that Seller is required Unfilled Tape Orders which are filled 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 ClosingBuyer); (b) all credit card receipts accounts receivable, notes and ATM purchases as of the Closingother amounts due and payable to Seller from any customer or any other party; (c) all accounts receivables of Seller minute books and payments processing due to Seller as of the Closing for services or products previously rendered or soldstock ledgers; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“all Excluded Cash”)Tape Inventory; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsSeller's rights under this Agreement; (f) all assets which exclusively relate to, are used by and are necessary for the rights which accrue or will accrue to operation by the Seller and of, the Members under this Agreement and the TransactionsLoading Business; (g) any Contracts all contractual rights and obligations, except for the Tape Office Leases, the Tape Equipment Leases and as otherwise included in the Tape Goodwill Assets described above; (ih) relating to insurance or Benefit Plans, those certain assets specifically described in Schedule 2.2 (iih) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)hereto; and (hi) any of Seller’s IP that is separately licensed 's rights in and to Buyer by the SB IP License.name "Stage 4 Productions, Inc."

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) 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 those rights relating to deposits and ATM purchases as of the Closingprepaid expenses and claims for refunds and rights to offset in respect thereof listed in Schedule 2.2(b); (c) all accounts receivables of Seller insurance policies and payments processing due rights thereunder (except to Seller as of the Closing for services or products previously rendered or soldextent specified in Section 2.1(i) and (j)); (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included all of the Seller Contracts listed in Target Working Capital Level (“Excluded Cash”Schedule 2.2(d); (e) all refunds claims for refund of Taxes with respect to the Business for Pre-Closing Tax Periodsand other governmental charges of whatever nature; (f) the rights which accrue or will accrue to Seller obsolete inventory as identified by Buyer and the Members under this Agreement and the TransactionsSTECO Used Trailers as described further in Schedule 2.2(f); (g) any Contracts the Cascade A/R and the China Tech A/R as described further in Schedule 2.2(g); (h) all property and assets of Seller expressly designated in Schedule 2.2(h); (i) relating all rights of Seller under this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement and the Escrow Agreement; (j) all personnel records and other records that Seller is required by law to insurance or Benefit Plansretain in is possession; (k) all Inventories relative to the STECO Division’s Scrapper Container Loader (provided, (ii) set forth however, that Buyer will perform warranty work on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectivelybehalf of Seller with respect to such Inventories at Seller's expense, “Excluded Contracts”although Buyer assumes no liability with respect to such Inventories); and (hl) any of all sold concrete pumps repossessed by Seller’s IP that is separately licensed to Buyer by the SB IP License.

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 of 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 in this Agreement (including Section 2.01), the Purchased Assets specifically exclude the following assets and properties of Sellers (collectively, the “"Excluded Assets”):") are not part of the purchase and sale contemplated hereunder, are excluded from the Purchased Assets and will remain the property of Sellers 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 short-term investments 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 Receivables; (b) all credit card receipts the Sellers’ minute books, stock certificate books, stock record books and ATM purchases as of the Closingcorporate seals; (c) all accounts receivables of Seller those rights relating to deposits and payments processing due prepaid expenses and claims for refunds and rights to Seller as of the Closing for services or products previously rendered or soldoffset in respect thereof listed in Schedule 2.02(c); (d) Seller’s cash all insurance policies and cash equivalents rights thereunder (including marketable securities except to the extent specified in Sections 2.01(h) and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”i)); (e) all refunds of Taxes with respect to Contracts other than the Business for Pre-Closing Tax PeriodsAssigned Contracts; (f) all Books and Records of each Seller that such Seller is required by Applicable Law to retain in its possession; (g) all Claims for refunds of Taxes and other charges of Authorities of whatever nature relating to periods prior to the Closing (h) all rights which accrue or will accrue to in connection with, and all assets of, the Benefit Plans; (i) all rights of each 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 the assets and properties listed in Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.02(j); and (hk) any all other assets of Seller’s IP Sellers that is separately licensed to Buyer by the SB IP Licenseare not Purchased Assets.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 or elsewhere in this Agreement, the following assets shall not be part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets specifically exclude Assets, and shall remain the following property of Seller after the Closing (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller Insurance policies and the Members, records related to corporate governance of Seller 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)rights thereunder; (b) all credit card receipts All credit, deposits, rights to refund, claims for and ATM purchases as rights to receive refunds of any nature arising in respect of Taxes relating to the ClosingSeller and any notes, worksheets, files or documents relating thereto; (c) all accounts receivables of Seller All Contracts, and payments processing due to Seller as of rights and obligations thereunder, other than the Closing for services or products previously rendered or soldSHP License Agreement (the “Excluded Contracts”); (d) Seller’s cash rights under or pursuant to this Agreement and cash equivalents (including marketable securities the other agreements between Purchaser and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)Seller contemplated hereby; (e) All bank accounts of Seller, including all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodscash and cash equivalents; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsThe outstanding equity interests issued by Seller; (g) any Contracts All rights in connection with, and assets of, the Employee Plans; (h) Seller’s corporate charter, qualifications to conduct business, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, and similar organizational records of Seller; (i) relating All Contracts or any other liabilities related to insurance real property, whether leased or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)owned; and (hj) any All tangible and intangible assets owned or otherwise used or held for use by Seller that are not within the scope of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseforegoing clauses (a)-(i) of this Section 2.2 and are not included in the Purchased Assets.

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 of this Agreement to the contrary, the Purchased 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 all of Seller Seller’s cash and the Members, records related to corporate governance of Seller cash equivalents on hand (including all undeposited checks) 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)banks or other financial institutions; (b) all credit card receipts avoidance claims and ATM purchases as other causes of action, whether arising under the Bankruptcy Code or otherwise and the proceeds thereof, including actions available to Seller under Section 510 or under any of Sections 542 through 553 of the ClosingBankruptcy Code, of whatever kind or nature, and whether asserted or unasserted; (c) all accounts receivables the corporate minute books 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 (including marketable securities and short-term investments, if any) any unexpired lease or executory contract not included identified in Target Working Capital Level (“Excluded Cash”)this Agreement as an Assumed Contract; (e) all refunds of Taxes with respect insurance policies relating to the Business for Pre-Closing Tax Periodsand all claims arising under such policies prior to the Closing, and all credits, premium refunds, proceeds, causes of action or rights thereunder; (f) the all rights which accrue or will accrue to of Seller and the Members arising under this Agreement and or in connection with the Transactions; (g) any Contracts (iPurchased Asset sold or otherwise disposed of pursuant to Section 5.1(b) relating prior to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andthe Closing Date; (h) any Tax refund or reimbursement due to Seller or its Affiliates and relating to the Business; (i) Seller’s accounts receivable; and (j) all accounts, notes and other receivables and amounts owed to the Seller by any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseAffiliates.

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 Subject to the contraryterms of this Agreement, the Purchased Assets Seller will retain and shall not contribute, transfer, or assign to Buyer, and Buyer will not accept or assume, any asset of Seller specifically exclude the following set forth below in this Section 1.4 (collectively, the “Excluded Assets”): (a) Seller’s organizational documents, equity grant agreements (including that certain Equity Equivalent Award, dated effective September 6, 2022, by Sell▇▇ ▇▇▇ Jeni▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ (the “Loving-Drake Award Agreement”), qualifications to conduct business, taxpayer and other identification numbers, seals, minute books, stock transfer books, financial records, and other records relating to the corporate seals, books, accounting records, income Tax Returns organization 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 cash and ATM purchases cash equivalents, other than the Merchant Reserves, on hand in Seller’s bank accounts as of the Closing; (c) all accounts receivables insurance policies owned by or maintained for the benefit of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldany Principal; (d) Seller’s cash all Benefit Plans and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”)assets related thereto; (e) except for Subagent Contracts, all refunds of Taxes with respect employment Contracts to the Business for Pre-Closing Tax Periodswhich Seller is a party; (f) those assets specifically set forth on Section 1.4(f) to the Seller Disclosure Letter; (g) all rights which accrue or will accrue to and obligations of 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”)Seller Transaction Documents; and (h) any all Residuals and Ancillary Services Fees related to or arising from the operation of Seller’s IP that is separately licensed the Business and attributable to Buyer by transactions having a Processing Date prior to the SB IP LicenseEffective Time.

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 of this Agreement to the contrary, the Purchased Assets specifically exclude following of each of the following Companies (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder and shall be excluded from the Purchased Assets and retained by the Companies after the Closing: (a) all of each Company’s right, title and interest in and to this Agreement and all other agreements, documents and instruments delivered pursuant to the terms of this Agreement; (b) any real property owned, leased, or occupied by any Company (except for the Real Property which is separately being transferred to Buyer pursuant to the Real Estate Purchase Agreement); (c) each Company’s corporate sealsseal, corporate minute books, accounting stockholder records, income canceled stock certificates, Tax Returns of Seller records and the Members, such other books and records related to corporate governance of Seller and any records that Seller as each Company is required by applicable Law to retain; (d) all original personnel records and other records which each Company is required by Law to retain in its possession (possession, including Family and Medical Leave Act data and documentation, workers’ compensation medical records, and the like; provided that a copy ADL Technology and ADL Engineering shall each be required to provide Buyer 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 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”)items; (e) except as set forth in Section 2.1(j), all refunds rights in connection with and assets of Taxes with respect to the Business for Pre-Closing Tax Periods;Employee Benefit Plans; and (f) the all claims for refunds of federal, state and local income Taxes and all rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions;file claims for refunds thereof; and (g) any Contracts (i) relating to insurance assets of the Companies or Benefit Plans, (ii) set forth the Shareholders described or listed on Schedule 2.2(g) or (iii) which are otherwise provided however, the parties acknowledge and agree that such Excluded Assets shall not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any deem the transactions contemplated by this Agreement to constitute a purchase and sale of Seller’s IP that is separately licensed to Buyer by less than substantially all of the SB IP Licenseproperties of each of ADL Technology and ADL Engineering for federal Tax purposes.

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary contained in Section 2.1 (Assets to be sold) 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) 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, 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 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 Schedule 2.2(d); (e) all refunds of Taxes with respect life insurance benefits and proceeds receivable, and all insurance other policies and rights thereunder (except to the Business for Pre-Closing Tax Periodsextent specified in Section 2.1(h) and (i)); (f) all of the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsContracts listed in Schedule 2.2(f); (g) any Contracts all personnel Records and other Records that Seller is required by law to retain in its possession; (h) all claims for refund of Taxes; (i) relating all rights in connection with and assets of the Employee Plans; (j) all rights of Seller under this Agreement, the ▇▇▇▇ of Sale, and the Assignment and Assumption Agreement and any other documents executed in connection with this Agreement; (k) the property and assets expressly designated in Schedule 2.2(k), including the Plant Lease Property which shall be subject to insurance or Benefit Plans, (ii) a lease with Buyer with an exclusive option to purchase as set forth on Schedule 2.2(gin the Plant Lease Agreement. (l) or (iii) accounts receivable which are otherwise not Assigned Contracts ninety (collectively, “Excluded Contracts”)90) days or more old; (m) all deferred investment tax credits; and (hn) any of Seller’s IP that is separately licensed all obsolete, unusable or unsaleable inventory as determined pursuant to Buyer by the SB IP LicenseSection 2.13.

Excluded Assets. Notwithstanding any other provision herein to the contraryforegoing, the Purchased Assets specifically exclude Sellers are not selling and the Buyer is not purchasing, pursuant to this Agreement, and the term “Acquired Assets” shall not include, any of the following assets or rights of the Sellers (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and consideration received or to be received by the Members, records related Sellers 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 the rights of the ClosingSellers under this Agreement, the ▇▇▇▇ of sale, the assignment and assumption instruments, the Note, the Security Agreement, the Guaranty, the Supply Agreement and the Distributor Agreement (each as hereinafter defined); (c) all accounts receivables Sellers’ tax assets, including without limitation, Seller’s right to refunds of Seller taxes and payments processing due to Seller as other governmental charges of the Closing for services or products previously rendered or soldwhatever nature; (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’ financial records; (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periodscash, bank accounts or similar cash and cash equivalents, accounts receivable, notes and investments; (f) all contracts other than the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsAssumed Contracts; (g) any Contracts all minute books and stock records and corporate seals; (h) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed on Schedule 1.2(h) hereto; (i) relating to insurance or all rights in connection with and assets of the Employee Benefit Plans, except pursuant to the Assumed Contracts specified in Schedule 1.1(e) hereto; (iij) set forth on Schedule 2.2(gall insurance policies and rights thereunder; (k) or (iii) which all personnel records and other records that Sellers are otherwise not Assigned Contracts (collectively, “Excluded Contracts”)required by law to retain in its possession; and (hl) any of Seller’s IP that is separately licensed to Buyer by the SB IP Licenseassets listed on Schedule 1.2(1) 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 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) the corporate seals, all minute books, accounting records, income Tax Returns stock Records and corporate seals (although Seller shall provide copies thereof to Buyer); (b) the shares of capital stock of Seller held in treasury; (c) all of the Seller Contracts listed in Part 2.2(c) ("Excluded Seller Contracts"); (d) all personnel Records and the Members, records related to corporate governance of Seller and any records other 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, although Seller shall provide copies thereof 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”Buyer); (e) all claims for refund of Taxes and other governmental charges of whatever nature relating solely to periods prior to the Closing Date, other than claims for refunds of those sales and use Taxes with respect to the Business for Pre-Closing Tax Periodsassumed by Buyer under Section 2.4(a)(viii) hereof; (f) all rights in connection with and assets of the rights which accrue or will accrue to Seller and the Members under this Agreement and the TransactionsEmployee Plans; (g) any Contracts (i) relating to insurance or Benefit Plansall rights of Seller under this Agreement, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectivelythe Bill of Sale, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.Assignment and Assumption Agreement, and the Escrow ▇▇▇▇ement;

Excluded Assets. Notwithstanding any other provision herein anything to the contrarycontrary in this Agreement, neither Seller nor any of its Subsidiaries or, for the Purchased Assets specifically exclude avoidance of doubt, other Affiliates of the foregoing, shall be required to sell, assign, transfer, convey or deliver, and the Buyers shall not have any right to purchase or otherwise acquire, any of the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller Assets set forth on Schedule 2.2(a) hereof; (b) the Sellers’ rights under or pursuant to this Agreement and the Membersdocuments, instruments and agreements executed in connection herewith (the “Ancillary Agreements”); (c) the Company’s personnel records related to corporate governance of Seller and any other records that Seller the Company or any subsidiary is required by applicable Law to retain in its possession (possession, provided that a copy the Buyers shall be given copies 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 Hired Employees at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (cd) all accounts receivables the minute books, statutory books and corporate seal of each 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”)its Affiliates; (e) all refunds bank accounts maintained by or on behalf of Taxes with respect to the Business for Pre-Closing Tax Periodsany Seller and its Affiliates; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsall real property interests; (g) the capital stock or equity interests 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”); andSeller and its Affiliates; (h) all Cash of each Seller and its Affiliates; (i) the Excluded Intellectual Property Assets; (j) (i) all accounts receivable and Indebtedness owing to any Seller to the extent attributable to services delivered or deliverable in any period prior to the Closing and which are Related to the Business (the “Excluded Receivables”) and (ii) all accounts receivable of Seller’s IP that is separately licensed such Seller attributable to Buyer by the SB IP License.Excluded Assets;

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 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 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 any other provision herein implication to the contrarycontrary contained in Section 2.1(a) above, the Purchased Assets specifically exclude the following assets, (collectively, the “"Excluded Assets”):") are expressly excluded from the purchase and sale contemplated thereby and, as such, are not Acquired Assets: (ai) all of the corporate sealsSellers' business, booksproperties, accounting recordsassets, income Tax Returns rights and interests of Seller every kind 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 nature that are not used in or primarily related to the Acquired Business, including, without limitation, the assets listed on the Excluded Assets by another provision Schedule; (ii) all of this the Sellers' accounting centers other than the accounting centers located in Pittsburgh-PA and Seattle-WA (other than any accounting records referenced to in Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer 2.1(a)(xi) above contained at the Closingsuch location); (biii) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller Cash on hand as of the Closing for services or products previously rendered or soldDate and monies to be received by the Sellers from the Purchaser pursuant to this Agreement; (div) Seller’s cash all rights of the Sellers under this Agreement; (v) all taxpayer and cash equivalents other identification numbers of the Sellers; (including marketable securities vi) all seals, minute books, stock transfer books, blank stock certificates, and short-term investmentsother documents relating to the organization, if anymaintenance and existence of each Seller and each Predecessor Entity as a legal entity; (vii) not included in Target Working Capital Level all Leases other than the Assumed Leases (“the "Excluded Cash”Leases"); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (fviii) 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”)Accounts Receivable; and (hix) any subject to Section 2.1(a)(xi) and Section 9.9, all tax, accounting, benefit plan and other books and records of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseSellers and each Predecessor Entity.

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 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 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 including, but not limited to all claims of Seller for any prepaid Taxes, any and all Tax returns or refunds or credits accruing prior to the Closing relating to the Business, and any accounts receivable on account of the Purchased Assets; (c) all accounts receivables of Seller and payments processing due to Seller as of Contracts that are not Assigned Contracts (the Closing for services or products previously rendered or sold“Excluded Contracts”); (d) Seller’s cash all prepaid expenses, credits, advance payments, prepayments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and cash equivalents fees which are not assignable; (including marketable securities and short-term investmentse) the corporate seals, if any) not included in Target Working Capital Level organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller (the “Excluded CashCorporate Records”); (ef) all refunds of Taxes with respect to the Business for Pre-Closing Tax PeriodsBenefit Plans and assets attributable thereto; (fg) the assets, properties and rights specifically set forth on Exhibit C; and (h) the rights which that 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 LicenseAgreement.

Excluded Assets. Notwithstanding any other provision anything herein to the contrary, the Purchased following assets that are associated with Seller's operation of the Surgery Center are not intended by the parties to be a part of the Assets specifically exclude that are being purchased by Buyer hereunder and shall be excluded from such purchase and the following definition of Assets (collectively, the “"Excluded Assets”): "): (ai) the corporate sealsrestricted and unrestricted cash and cash equivalents, booksincluding, accounting recordswithout limitation, income Tax Returns investments in marketable securities, certificates of Seller deposit and the Members, records related to corporate governance bank accounts; (ii) temporary investments; (iii) accounts receivable; (iv) all notes receivable; (v) all intercompany accounts of Seller and any records that Seller is required by applicable Law to retain in its possession affiliate thereof; (provided that a copy of any such records vi) all commitments, contracts, leases and agreements that are not Excluded Assets by another provision of this Section 2.2 willlisted on Schedule 4.10 or that are listed on Schedule 4.10 and that are designated therein as agreements that Buyer is not assuming, to the extent permitted by applicable Lawincluding, be provided to Buyer at the Closing); (b) without limitation, any and all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of agreements, whether oral or written, between Seller and payments processing due to third party payers, including, without limitation, commercial managed care payers, under which 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 receives payment from such payers (collectively, “the "Excluded Contracts”"), (vii) Seller's Medicare and Medicaid supplier agreements and supplier numbers associated therewith; and and (hviii) any such other assets as are set forth in Schedule 1.2(viii) hereto. All other assets owned, leased or used by Seller or its affiliates and associated with or employed in the operation of Seller’s IP that is separately licensed the Surgery Center, whether or not scheduled or described herein, are and shall be included in the Assets to be conveyed to Buyer by the SB IP Licensepursuant to this Agreement.

Excluded Assets. Notwithstanding any other provision herein anything in this Agreement to the contrary, the Purchased Acquired Assets specifically exclude shall not include the following assets of the Companies (collectively, the “"Excluded Assets”"): (a) cash and cash equivalents, including 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)Purchase Price; (b) all credit card receipts minute books and ATM purchases as similar corporate records relating to the existence, structure, or equity ownership of the ClosingCompanies; (c) all accounts receivables shares of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldcapital stock in any alarm monitoring service entity held by Seller; (d) Seller’s cash any and cash equivalents all assets used in the sale, installation, maintenance of security alarm systems in vehicles, including, without limitation, the SatTrak 24 business or other vehicle tracking or locating service (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”the "SatTrak 24 Business"); (e) any and all refunds rights of Taxes with respect to the Business for Pre-Closing Tax PeriodsRepublic, RSC and Seller under this Agreement; (f) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind with respect to (i) Taxes incurred prior to the rights which accrue or will accrue Closing Date, (ii) insurance with respect to Seller Excluded Assets and (iii) holdbacks of Republic stock with respect to acquisitions by the Members under this Agreement and Companies prior to the TransactionsClosing Date; (g) any Contracts and all assets of Plans (i) relating to insurance or Benefit Plansas defined below), (ii) including, without limitation, those of the Plans set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”the Employee Benefits Schedule); and (h) all rights to receive mail and other communications addressed to the Companies relating to any of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseExcluded Assets or the Excluded Liabilities.

Excluded Assets. Notwithstanding The following assets are excluded from the transaction and will remain the property of Seller or its Affiliates free and clear of any other provision herein to the contrary, the Purchased Assets specifically exclude the following claim of Purchaser (collectively, the “Excluded Assets”): (a) the corporate sealsAll cash, booksdemand deposits, accounting recordscertificates of deposit, income Tax Returns other rights in bank accounts (savings, checking or other), investment accounts, marketable securities, uncollected checks, or other cash or near cash assets of Seller and the Members, records related to corporate governance its Affiliates regardless 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)where held or under what name; (b) all credit card receipts Accounts receivable and ATM purchases as unbilled revenue owned by Seller and arising out of the conduct of the Seller’s operation prior to the Closing; (c) all accounts receivables Real estate not identified on Section 2.01(b) of the Disclosure Schedules, and more specifically the current office building of Seller located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and payments processing due to Seller as of the Closing for services or products previously rendered or soldwarehouse building located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (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 contracts or agreements other than the Operating Agreements; (e) all refunds All of Seller’s rights, claims, and causes of action other than the Asset Claims. For the sake of clarity, items retained by Seller under this Section 2.03(e) include (i) any deductions or claims for refund or credit of any Taxes or other governmental charges accrued for periods ending on or before the Closing Date and (ii) any rights, claims and causes of action with respect to the Business for Pre-Closing Tax Periodsany Excluded Assets; (f) the Any net operating losses or other tax attributes of Seller; (g) All rights which accrue or will accrue to of Seller and the Members under this Agreement and the Transactionsagreements and instruments delivered to Seller by Purchaser in connection with this Agreement; (gh) any Contracts (i) relating to insurance or Benefit PlansThe corporate seal and records of the Seller, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise including the corporate minute book and resolutions, stock records, and other similar corporate documents not Assigned Contracts (collectively, “Excluded Contracts”)necessary for the operation of the Assets by the Purchaser; and (hi) any All items of Seller’s IP that is separately licensed to Buyer by personal property listed on Section 2.03(i) of the SB IP LicenseDisclosure Schedules.

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 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 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)Closing Cash; (b) all credit card receipts and ATM purchases as of Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the Closing“Excluded Contracts”); (c) all accounts receivables the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of Seller and payments processing due account or other records having to Seller as do with the corporate organization of the Closing for services Company or products previously rendered or soldSeller; (d) Seller’s cash all stocks, certificates of deposit and cash equivalents (including marketable securities and short-term similar investments, if any) not included bonds, guaranties in Target Working Capital Level (“Excluded Cash”)lieu of bonds, letters of credit and similar instruments obtained or held by Company or Seller, and all rights relating thereto; (e) all refunds of Taxes with respect documents relating to proposals to acquire the Business for Pre-Closing Tax Periodsby Persons other than Purchaser; (f) all Benefit Plans and assets attributable thereto subject to the rights of Purchaser pursuant to the Transition Services Agreement; (g) the assets, properties and rights specifically set forth on Section 2.2(g) of the Disclosure Schedules; (h) subject to rights of Purchaser pursuant to Section 6.2, all Tax Returns and financial statements, Tax reports and Tax records and all records (including working papers) related thereto of Company or Seller; (i) all Contracts related to the Company’s or Seller’s Indebtedness; (j) the rights which accrue or will accrue to the Company or Seller and the Members under this Agreement and the Transactions; Transaction Documents; and (gk) 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 LicenseCollective Bargaining Agreements.

Excluded Assets. Notwithstanding any other provision herein Section 1.1, Seller shall retain Seller’s right, title and interest in and to the contrary, the Purchased Assets specifically exclude the following assets (collectively, the “Excluded Assets”): (a) the corporate sealsexcept as otherwise provided in 9.2, booksinsurance policies and causes of action, accounting recordslawsuits, income Tax Returns claims, demands, rights of Seller recovery and set-off under or with respect to, and the Membersproceeds of, 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)insurance policies; (b) all credit card receipts causes of action, lawsuits, claims, demands, and ATM purchases as rights of the Closingrecovery and set-off with respect to any Excluded Assets or Excluded Liability; (c) all accounts receivables of Seller prepaid Taxes and payments processing due any claims for any refund, rebate or abatement with respect to Seller as of Taxes for any period or portion thereof through the Closing for services or products previously rendered or soldDate; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investmentsContracts other than Included Contracts, if any) provided that in the event any Contract of Seller is discovered following the Closing that is not included on Schedule II, Purchaser may at its sole discretion elect to include such Contract in Target Working Capital Level (“Excluded Cash”)the Assets for no additional consideration; (e) any and all refunds of Taxes with respect income tax returns and related workpapers used to prepare the same for periods ending on or prior to the Business for Pre-Closing Tax PeriodsDate; (f) all Employee Benefit Plans, Pension Plans and assets thereunder, except those listed in Section 9.2(b) of the Seller Disclosure Schedule and assets thereunder; (g) all personal property identified as an Excluded Asset in Section 1.2(h) of the Seller Disclosure Schedule; (h) all insurance policies maintained by Seller with respect to the Business; and (i) the rights which accrue or will accrue to of Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plansother Transaction Documents, (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 Licenseincluding all payment rights hereunder and thereunder.

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 Value pursuant to Sections 2.01(c)-(i) and any Other Vehicles that the Buyer does not elect to purchase pursuant to Section 2.01(d); (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 relate 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 and the Members under this Agreement and the Transactions; Date; (g) any Contracts those assets used exclusively by the MB Boston Dealership; and (ih) relating to insurance or Benefit Plans, (ii) those items set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”2.02(h); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

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 to the contraryforegoing, the Purchased Assets specifically exclude shall not include the following assets (collectively, the “Excluded Assets”): (a) the corporate sealsany and all assets, booksproperties, accounting recordsand rights of every kind and nature, income Tax Returns of Seller whether real, personal, or mixed, tangible or intangible (including goodwill), wherever located 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 whether now existing or hereafter acquired which are not Excluded Assets by another provision of this Section 2.2 will, to used or held for use in connection with the extent permitted by applicable Law, be provided to Buyer at the Closing)Business; (b) all credit card receipts cash and ATM purchases as of the Closingcash equivalents; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or soldreceivable more than thirty (30) days past due; (d) Seller’s cash and cash equivalents Contracts, including any Intellectual Property Agreements, that are not Assigned Contracts, including those set forth on Section 2.02(d) of the Disclosure Schedules (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (the “Excluded CashContracts”); (e) all refunds All inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories set forth on Section 2.02(e) of Taxes with respect to the Business for Pre-Closing Tax PeriodsDisclosure Schedules (the “Excluded Inventory”); (f) the rights which accrue corporate seals, organizational documents, minute books, stock books, books of account or will accrue other records having to Seller do with the corporate organization of Seller; (g) all Leased Real Property; (h) all Benefit Plans and assets attributable thereto; (i) Seller’s furniture, fixtures and leasehold improvements; (j) Software other than the Members Software set forth on Section 4.11(a) of the Disclosure Schedules; (k) the consideration to be received by Seller, and ▇▇▇▇▇▇’s other rights, 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”)Ancillary Documents; and (hl) any the assets, properties, and rights specifically set forth on Section 2.02(l) of Seller’s IP that is separately licensed to Buyer by the SB IP LicenseDisclosure Schedules.

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 "EXCLUDED ASSETS") are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assets”): , and will remain the property of such Seller after the Closing: (a) subject to Section 5.10, all Contracts identified on SCHEDULE 2.2(a) (the "EXCLUDED CONTRACTS"); (b) all minute books, stock records and corporate seals; (c) all shares of the capital stock of a Seller held in treasury and capital stock, books, accounting records, income Tax Returns limited partnership interests and other equity interests of Seller direct and the Members, indirect subsidiaries of Pentacon; (d) assets designated as being excluded on SCHEDULE 2.2(d); (e) all personnel records related to corporate governance of Seller and any records other Records that a Seller is required by applicable Law law to retain in its possession possession; (provided that a copy f) all insurance proceeds, refunds or awards with respect thereto and returns of any such records that are not Excluded Assets by another provision of this Section 2.2 willpremium with respect thereto, to the extent permitted by applicable Law, be provided they relate to Buyer at the Closing); Excluded Assets or the Excluded Liabilities; (bg) all credit card receipts and ATM purchases as of the Closing; inter-company accounts receivable; (ch) all accounts receivables rights of a 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 or any of the Transactions; (g) any Contracts Ancillary Agreements to which a Seller is a party; (i) relating any claims, actions, causes of action or rights which Sellers may now or hereafter possess that are not related to insurance the Assets or Benefit Plans, the Assumed Liabilities; and (iij) set forth on Schedule 2.2(g) all preference actions and fraudulent transfer or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) conveyance claims arising out of or related to any of Seller’s IP that is separately licensed case under the Bankruptcy Code except to Buyer by the SB IP Licenseextent such claims relate to Assumed Liabilities or the Assets.

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 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 bank deposit accounts owned 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 minute books, stock records, and ATM purchases as corporate seals of the ClosingSeller; (c) all accounts receivables personnel records 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 (including marketable securities and short-term investments, if any) any property not included in Target Working Capital Level (“Excluded Cash”)related to the Product Line; (e) all refunds of Taxes insurance policies maintained by Seller in connection with respect to the Business for Pre-Closing Tax PeriodsProduct Lines or the Purchased Assets; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactionsany used manure spreading equipment; (g) any Contracts (i) relating accounts receivable related to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); andthe Product Line; (h) any except as set forth in Section 1.1(g) above, all of Seller’s IP that is separately right, title, and interest in and to all telephone numbers, electronic mail addresses, and P.O. boxes owned or licensed by Seller, yellow page listings, white page listings, and advertisements therein used or held for use by Seller as of the date of this Agreement in connection with the operation of the Business. (i) Any individual item of Finished Goods sold by Seller to Buyer by the SB IP Licensea third party pursuant to a bona fide sale, but not yet delivered and any proceeds of such sale.