Common use of Excluded Assets Clause in Contracts

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (aNotwithstanding anything in Section 2.01(a) Notwithstanding to the contrary, no Designated Purchaser shall purchase or otherwise acquire any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or and interest in or to any assets, rights or properties of ▇▇▇▇▇▇, Seller or rights other than their respective Affiliates, regardless of kind, description or location or whether tangible or intangible, real, personal or mixed, except for the Purchased Assets (the “Excluded Assets”), includingincluding the following: (i) all assets constituting ownership interests incash and Cash Equivalents, including any cash or that are used Cash Equivalents residing in any collateral account securing any obligation or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1contingent obligation; (ii) any and all Retained Real PropertyAccounts Receivable; (iii) (A) any Contracts used in the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related Triage Business that relate to the Businessdivision, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Lettercorporate office, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems overhead or back-office functions of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Affiliates; (iv) all legal and beneficial interest except to the extent included in the share capital Purchased Assets under Section 2.01(a)(v) or equity interest of any Person other than the Conveyed Subsidiaries (and their SubsidiariesSection 2.01(a)(xviii), other than those equity interests set forth any Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity, including Contracts described on Section 2.1(q) of the Seller Disclosure LetterSchedule 2.01(b)(iv); (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case Intellectual Property other than Assumed Contracts(A) the Transferred Intellectual Property, and (B) the Additional Assigned Intellectual Property; (vi) all inventory (including all raw material inventorythe machinery, work-in-process inventoryequipment, mechanical and spare parts inventory parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media and finished products inventory) other than the Inventory and any samples of Productsfixtures described on Schedule 2.01(b)(vi); (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies Contracts and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesproceeds received or receivable thereunder; (xviviii) except as expressly set forth all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by employees of Seller or its Affiliates other than the Transferred Employees; (ix) all other Information Technology Assets other than those described in this Agreement Section 2.01(a)(xviii) or Section 2.01(a)(xix); (including Section 2.1(px) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan any similar benefit plan, program or arrangement that is not a Conveyed Subsidiary Planmaintained or contributed to by any Seller or Affiliate of Seller; (xviixi) subject to the provisions of Article VIII, any right to any refund or credit with respect to Taxes relating to any Pre-Closing Tax Period; (xii) the Registrations used in the manufacturing of the Products set forth on Schedule 2.01(b)(xii); (xiii) all corporateclaims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-level services off of any kind (but not including all damages and payments for past, present or future infringement or misappropriation of Intellectual Property, the assets related right to such services use and recover for past infringements or misappropriations of Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Intellectual Property) to the extent such assets are Purchased Assets) of the type currently provided related to the Business by Seller Parent items described in this Section 2.01(b) or any of its Affiliates, and without limiting Seller Parent’s obligations not otherwise included in Purchased Assets under the Transition Services AgreementSection 2.01(a)(xvi); (xviiixiv) all third-party warranties, indemnities, further assurances and similar covenants and guarantees cells lines other than those identified as described in Section 2.01(a)(xx), including the remaining portion of any cell line of which an aliquot thereof is included in the Purchased Assets in pursuant to Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.12.01(a)(xx); and (xxxv) any real property or interest in real property other than the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterTransferred Real Property. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (aNotwithstanding anything in Section 2.01(a) Notwithstanding any provision in this Agreementto the contrary, Purchaser the Sellers are not selling, and the Purchaser Designated Affiliates are Buyer expressly understands and agrees that the Buyer is not purchasing or acquiring buying, any assets and properties of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the Purchased Assets generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets and properties of the Sellers and their Affiliates, all of which shall be retained by the Sellers and their Affiliates (the “Excluded Assets”), including:): (i) other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all assets constituting ownership interests incash, cash equivalents or that are used marketable securities of the Sellers and their Affiliates on hand or held for use in, by any bank or other third Person and all rights to any bank accounts of the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Sellers and their Affiliates; (ii) all Retained Real Propertyraw materials, work in process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) all accounts receivable of the Seller Disclosure LetterSellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any personal computers loans and vehicles that are not primarily used advances by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Sellers; (iv) all legal and beneficial interest in franchise rights, if any, and, except for the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries)Transferred Licensed Intellectual Property, other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IPowned by, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages otherwise authorized for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed use by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoAffiliates; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xvv) except as set forth in Section 2.1(o2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 6.182.01(a)(xi), all current policies of, or agreements for, insurance and prior interests in insurance policies pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which indemnification is sought by the Buyer pursuant to Article IX; (x) any interest of any Seller under this Agreement, any Companion Agreement and any other agreement, document or instrument entered into in connection with the transactions contemplated by this Agreement; (xi) all personnel and employment records for employees and former employees of the Sellers, including Business Employees, except as otherwise provided in the Employee Matters Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers; (B) any books and records relating primarily to the Excluded Assets; (C) any books, records or other materials that the Sellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any such records, they may do so and in such case they will provide the Buyer with copies thereof; (xiii) all Excluded Fountain Equipment; (xiv) any and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other intangible rights or assets associated therewith; (xv) any nature with respect theretoother assets, including all insurance recoveries thereunder properties, rights, contracts and rights to assert claims with respect to any such insurance recoveriesof the Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, that are specifically listed in Section 2.01(b)(xv) of the Disclosure Schedule; (xvi) except as expressly set forth any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Planconnection with the Business; (xvii) all corporate-level services (but not the assets related to such services any Shared Contract, to the extent such assets are Purchased Assets) of the type currently provided not assigned to the Business by Seller Parent or any of its Affiliates, Buyer pursuant to a Partial Assignment and without limiting Seller Parent’s obligations Release under the Transition Services AgreementSection 5.17; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1any Excluded Contract; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Assets; and (xx) the CBA Rights (and any and all ownership or other proprietary interest in any goodwill and other intangible rights or assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(frelating thereto or associated therewith), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested which are governed by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateComprehensive Beverage Agreement.

Excluded Assets. (a) Notwithstanding any provision in this AgreementThe Company and its Subsidiaries are not selling, Purchaser conveying, assigning, transferring or delivering to Purchaser, and the Purchaser Designated Affiliates are term “Purchased Assets” shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ include, the following assets (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”)): (a) trade accounts receivable, including:customer purchase orders, notes receivable, negotiable instruments and chattel paper not arising from the STB Business, the NXP Note and any Excluded Royalties; (b) All (i) existing products and products under development of the Company’s DTV Business, PC TV Business, Audio Business and the Terrestrial Demod Product Business and (ii) all masks for such products; (c) the Company’s and each Subsidiary’s right, title and interest in, to or under (i) each Contract for Licensed Intellectual Property Assets that are not used in the STB Business, (ii) each Contract listed on Schedule 1.2(c) (the Contracts in (i) and (ii) collectively, the “Excluded Licensed Intellectual Property Assets”) and (iii) each Retained Contract; (d) all commercial off-the-shelf Software loaded on desktop or laptop computers that are not part of the Tangible Personal Property; (e) all of the Company’s and each Subsidiary’s cash and cash equivalents except for (i) any cash and cash equivalents included in the Working Capital Statement, if any, or taken into account in calculating the Final Working Capital, and (ii) the Required Cash; (f) claims (and benefits arising therefrom) that relate to any Liability other than the Assumed Liabilities; (g) the Company’s and each Seller Subsidiary’s financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks; (h) all rights (including any claims, rights and interest in and to any refunds for Taxes with respect to the Purchased Assets and STB Business for Pre-Closing Tax Periods) relating to the Retained Liabilities; (i) all assets constituting ownership interests in, or that are used or held for use inexcept as provided in Section 7.11, the Retained Businessesnames and trademarks “Trident Microsystems, Inc.”, any other than those assets identified as Purchased Assets in clauses (a) through (s) use of Section 2.1“Trident Microsystems” together with any other word or phrase, including the Trident Microsystems logo; (iij) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned preference or avoidance claims and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) actions of the Seller Disclosure LetterCompany arising under Sections 544, 547, 548, 549 and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect 550 of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, Bankruptcy Code other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D);Preference Avoidance Claims; and (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xivk) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) Company under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are The Business Assets shall not purchasing or acquiring include any of Seller Parent’s the following assets owned by Trimble or any of its Affiliates’ controlled Affiliates (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any such assets, properties or rights other than the Purchased Assets (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership the equity interests in, of (A) each Subsidiary of Trimble (or that are used or held for use in, the Retained Businesses, any other entity) other than those assets identified as Purchased Assets in clauses the Company and the Transferred Subsidiaries and (aB) through (s) of Section 2.1the entities set forth on Schedule 2.2(b)(i); (ii) all Retained Real PropertyCash of the Business (except as the same are held by the Company or any of its Subsidiaries at the Closing); (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) all accounts receivable of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by Business as of the Closing other than accounts receivable of the Transferred Employees in respect Subsidiaries specified on Schedule 2.2(a)(iv) as of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Closing; (iv) all legal inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and beneficial interest in other inventories not owned by the share capital or equity interest of any Person other than the Conveyed Transferred Subsidiaries (and their Subsidiaries), other than those equity interests set forth specified on Section 2.1(qSchedule 2.2(a)(iv) as of the Seller Disclosure LetterClosing; (v) all Shared Contracts data including Personal Data, files, documents, and all other Contractsrecords in any form or media (whether print, sales ordersdigital or electronic) of Trimble and its controlled Affiliates, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsthe Transferred Data; (vi) all inventory (including all raw material inventoryIntellectual Property Rights owned by Trimble and its controlled Affiliates, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory Transferred IP, including (x) Marks to the extent containing confusingly similar to the name “Trimble”, and (y) any samples of Productssuch Intellectual Property Rights to the extent related to (A) Excluded Core Positioning Technology or (B) Correction Services; (vii) the Retained Names and all other Intellectual Property that is not Business IPfollowing Contracts (collectively, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as the “Excluded Contracts”): (A) the Contracts set forth on Section 2.3(a)(viiSchedule 2.2(b)(vii) of hereto; (B) all Business Inbound Licenses that are Patent cross-licenses set forth on Schedule 2.2(b)(vii) hereto; and (C) all settlement agreements to the Seller Disclosure Letter, extent relating to claims directed at products and including services that are not in the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertyBusiness; (viii) all Governmental Authorizationspersonnel, employee compensation, medical and benefits and labor relations records relating to the Business Employees who are not Transferred Employees; provided, however, that copies (or, where required by applicable Law, originals) of any such records relating to any Transferred Employee will be delivered to the Company unless disclosure of such records would be prohibited by applicable data privacy or data protection Laws or if the written consent of the employee is otherwise required, then subject to such consent; provided, further, however, that where Trimble has delivered originals of such records, the Company or a Company Employer will deliver copies of such records to Trimble upon ▇▇▇▇▇▇▇’▇ written request to the extent allowed by applicable Law; (ix) all assets relating to any Employee Plan (other than any Transferred Employing Subsidiary Plan or any Employee Plan that is required to transfer to the Company Group by operation of applicable Law); (x) assets, properties, equity interests and business, of every kind and description, located in the Russian Federation; (xi) assets, rights and properties as described in Schedule 2.2(b)(xi); (xii) all past, current or future rights to bring an Action in law or in equity against third parties, including product registrationsunliquidated rights under manufacturers’ and vendors’ warranties (and the right to receive all monies, manufacturing registrations proceeds, settlements and environmental permitsrecoveries in connection therewith) to the extent not Related to the Business or the Business Assets, ownedand all rights and remedies under all settlement agreements, used releases and similar Contracts resolving claims (A) to the extent involving Employees, other than the Transferred Employees or licensed the Business Employees, other than as prohibited by Seller Parent applicable Law or any the terms of its Affiliates and such settlement agreements, releases or similar Contracts or (B) to the extent not Related to the products or services Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claimsExcluded French Assets until and unless the relevant Consultation Finalizations have occurred and Trimble has effected a French Put Option Exercise, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in accordance with Section 2.1;7.16(a); and (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, rights and properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterBusiness Assets. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in Subject to the terms of this Agreement, Purchaser and the Purchaser Designated Affiliates are Acquired Assets shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in include any assets, properties properties, rights or rights interests whether or not relating to the Product, other than those specifically listed or described in Sections 2.1 and 2.6 and, without limiting the Purchased Assets generality of the foregoing, shall expressly exclude the following assets of Reliant (collectively, the “Excluded Assets”)): (a) all rights of Reliant arising under this Agreement, including:the Other Agreements or from the consummation of the transaction contemplated hereby or thereby; (b) all rights of enforcement, indemnification and similar matters under the Assigned Contracts and Orders related to any periods prior to Closing; provided, however, that Reliant shall (i) all assets constituting ownership interests in, or that are used or held for use in, consult with the Retained Businesses, other than those assets identified as Purchased Assets Purchaser prior to exercising any such rights and (ii) exercise such rights in clauses (a) through (s) of Section 2.1a manner intended to minimize any adverse impact to the Purchaser’s relationship with any customers and suppliers party to the Assigned Contracts and Orders post-closing; (iic) all Retained Real Property; (iii) (A) the Retained Facilitiesrights, (A) any owned title and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of Reliant in and to any Person other than the Conveyed Subsidiaries (and their Subsidiaries)Intellectual Property, other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent whether now existing or any of its Affiliates is a party hereafter developed or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory acquired (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventorythe Reliant Brands) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Product Intellectual Property; (viiid) all Governmental Authorizationsrights, including product registrations, manufacturing registrations title and environmental permits, owned, used or licensed by Seller Parent or any interest of its Affiliates Reliant in and not Related to the BusinessNizatidine Supply Agreement except as otherwise assigned to Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (ixe) all customer rights, title and vendor lists, all advertising, marketing, sales interest in and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the BusinessProduct outside of the Territory, and other than the Specified Recordslicense rights granted to Purchaser in Section 2.6(a)(ii); (xf) all rights, title and interest of Reliant in and to Axid IR NDA and the IND (subject to the Purchaser’s right of reference under Section 2.6(g)); and (g) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, payments received with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers thereto on or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements unpaid interest accrued on any such accounts receivable and any documents delivered security or received in connection herewith or therewith; (xvcollateral related thereto) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) arising from sales of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), Product prior to the Closing, Seller Parent shall use commercially reasonable efforts Closing and that are accrued but unpaid on or prior to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating (collectively, the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date“Accounts Receivable”).

Excluded Assets. Notwithstanding anything to the contrary contained herein, expressly excluded from the Assets are all of the right, title and interest of the Seller Group in and to the following (collectively, the “Excluded Assets”): (a) Notwithstanding All corporate and Tax records of the Seller Group and any provision in this Agreementforeign subsidiaries of the Seller Group, Purchaser including corporate charters, corporate minute and stock books and records, and other documents and instruments relating solely to the Purchaser Designated organization, maintenance and existence of the Seller Group or such foreign subsidiaries or the Taxes of the Seller Group or such foreign subsidiaries; (b) All claims (including any litigation or arbitration claims and any refunds and deposits), rights, rights of offset or causes of action that the Seller Group or their Affiliates are not purchasing may have against or acquiring from any Person relating to any of the Excluded Assets or the Excluded Liabilities; (c) All refunds, pre-payments, net operating losses and claims relating to federal, state or municipal income Taxes of the Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ Group or their Subsidiaries’Affiliates for any period, or portion of any period, ending on or prior to the Closing Date; (d) The capital stock of the Seller Group and each of their subsidiaries and all equity securities owned or held by any Seller Group or any of their subsidiaries, other than the Seller Group’s right, title or and interest in and to the Kobo Interest, subject to Section 2.9; (e) All causes of action and claims that may be asserted against the Buyer and all rights of the Sellers under this Agreement or any Ancillary Agreement or any other agreements or instruments otherwise delivered in connection with this Agreement or any Ancillary Agreement; (f) All of the interest of the Seller Group in and to all Real Property Leases other than the Assumed Real Property Leases (the “Excluded Real Property Leases”); (g) All of the interest of the Seller Group in and to all Contracts other than the Assumed Contracts (the “Excluded Contracts”); (h) All Equipment and leasehold improvements in the Store Closing Locations; (i) All Excluded Licenses; (j) All Inventory located at the Store Closing Locations; (k) All Excluded Deposits; (l) All confidential personnel and medical records of employees who do not become Transferred Employees; (m) All assets, properties or rights other than relating to any Employee Plan of the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Seller Group; (iin) all Retained Real PropertyAll Avoidance Actions; (iiio) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property All assets and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases rights relating to the assets described in Business sold or otherwise transferred or disposed of during the foregoing clauses (B) period from the date of this Agreement through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other RecordsClosing Date, in each case not Related to any event in accordance with the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates provisions of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxp) All of the assets other assets, rights and properties set forth in Section 2.3(a)(xx) of the Seller Disclosure Letteron Schedule 1.3(p). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding Section 1.2 or any other provision hereof, the Acquired Assets will not in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any event include any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties properties, or rights other than the Purchased Assets of any Asset Seller (collectively, the “Excluded Assets”): (a) all books and records not constituting an Acquired Asset described in Section 1.2(h), including:including each Asset Seller’s certificate of incorporation, bylaws and similar organizational documents, minutes, stock records and similar documents; (b) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts, lockboxes and deposits of, and any rights or interests in, the cash management system of any Asset Sellers, including uncleared checks and drafts received or deposited for the account of the Asset Sellers; (c) all Retained Accounts Receivable; (d) all rights to and the use of the “Newell”, “▇▇▇▇▇▇ Brands”, “Rubbermaid” or “DYMO” trade names and trademarks, any derivation or combination thereof and all associated goodwill, and any other Intellectual Property not specifically described in Section 1.2(e); (e) all Contracts between any Asset Seller, on the one hand, and any Affiliate of such Asset Seller, on the other hand, and all intercompany receivables owed to any Asset Seller by any Affiliate of such Asset Seller; (f) all rights under any Contracts other than the Business Contracts; (g) all assets primarily used or held for primary use in connection with the performance of the centralized management functions provided to Purchaser and its Affiliates by Parent and its Affiliates pursuant to the terms of the Transition Services Agreement; (h) all rights to and in Employee Benefit Plans and any trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations of an Asset Seller under, any such Employee Benefit Plans, other than the Assumed Benefit Plan Assets; (i) all assets constituting ownership interests in, insurance policies and all rights of every nature and description under or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) arising out of Section 2.1such insurance policies; (iij) all Retained Real Propertyclaims for and rights to any deferred Tax asset or to receive Tax refunds relating to the operation or ownership of the Business or the Acquired Assets for any Pre-Closing Tax Period, including any refunds or rebates of anti-dumping, countervailing or other customs duties, tariffs or charges relating to the operation of the Business or ownership of the Acquired Assets prior to Closing; (iiik) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related except to the Business, except as extent set forth on in Section 2.1(d)(i)(B4.9(d) of the Seller Disclosure Letter, all application systems and any personal computers software, including all computer software, programs and vehicles that are not primarily used by the Transferred Employees in respect of the Businesssource disks, (A) the Information Systems of Seller Parent and its Subsidiariesrelated program documentation, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries)tapes, other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contractsmanuals, sales ordersforms, purchase orders, instruments guides and other commitmentsmaterials, obligations computer hardware and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their propertiesother systems hardware and networking and communications assets, assets or rights is subjectincluding servers, databases, backups and peripherals, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to in the Business; (ixl) all customer uniform product codes other than the Acquired UPCs; (m) all rights under this Agreement, the Ancillary Agreements, the other agreements and vendor lists, all advertising, marketing, sales instruments executed and promotional materials, and business and financial records, books, and documents and other Records, delivered in each case not Related to the Businessconnection with this Agreement, and the Specified Recordstransactions contemplated hereby or thereby; (xn) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds inventory that is not Inventory as described in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSection 1.2(a); (xio) all Tax refundsmachinery, Tax credits or equipment, furniture, furnishings, fixtures, tools and other Tax Assets of tangible personal property listed on Exhibit 1.3(o) (the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation“Excluded Equipment”); (xiip) all Seller Combined Tax Returns assets primarily related to the development, manufacture, distribution and sale of handheld label makers, label printers and other products, as conducted by Parent and certain of its Subsidiaries under the name DYMO® (the “DYMO Business”); (q) all Tax Returns rights arising out of or relating to the action set forth on Exhibit 1.4(h); (r) any claims of the Asset Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiariesa Purchased Company) that do not relate solely related to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto;Excluded Asset; and (xiiis) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letteron Exhibit 1.3(s). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are The Purchased Assets shall not purchasing or acquiring include any of Seller Parent’s or its Affiliates’ the following property and assets (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”): (a) all book debts and other debts due or accruing due to Seller prior to the Closing Time and the benefit of all security for such accounts, notes and debts, other than Accounts Receivable; (b) receivables owing to the Seller or a Subsidiary (other than CCSC) relating to the Real Time Transaction; (c) all cash on hand, cash equivalents, and bank deposits of the Seller or a Subsidiary (other than CCSC); (d) all Short Term Investments of the Seller or a Subsidiary (other than CCSC); (e) all minute books and stock ledgers of the Seller or a Subsidiary (other than CCSC); (f) all Indebtedness to the Seller of any Affiliate or Subsidiary of the Seller; (g) all personnel records that the Seller or a Subsidiary is required by Applicable Law to retain in its possession; (h) all sponsorship obligations of the Seller under Employee Plans, including:Pension Plans, and Statutory Plans; (i) all assets constituting ownership interests in, income Tax installments paid by the Seller or that are used a Subsidiary and the right to receive any refund of income Taxes paid by the Seller or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1a Subsidiary; (iij) all Retained Real PropertyGeorgia State research and development tax credits receivables; (iiik) Georgia State research and development deferred income; (Al) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and all equity or other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) ownership interests in Subsidiaries of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)CCSC; (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (viim) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, Contracts described in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their SubsidiariesSchedule 2.2(m) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash“Excluded Contracts”); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxn) the assets set forth leases described in Section 2.3(a)(xxSchedule 2.2(n) of (the Seller Disclosure Letter“Excluded Leases”). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this AgreementOther than the Purchased Assets, Purchaser Buyer expressly understands and the Purchaser Designated Affiliates are agrees that it is not purchasing or acquiring acquiring, and Seller is not selling, assigning transferring or conveying, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any other assets, properties or rights of Seller or any of its Affiliates, and all such other than assets, properties and rights shall be excluded from the Purchased Assets (the “Excluded Assets”). The Excluded Assets include, includingwithout limitation, the following assets and properties of Seller: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1[reserved]; (iib) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checksdeposits, money orders, marketable securitiesbank accounts, short-term instrumentsinvestments, bank securities, equity interests and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits capital stock held by Seller or similar its Affiliates; (c) all accounts receivable of Seller Parent or its Affiliates, except to the extent that such receivable is related solely to a Purchased Asset; (d) any agreement, Contract, obligation or other undertaking of Seller or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assetsAssigned Contracts, in each case included in including any Contract related to the calculation of the Final Business Working Capital, Excluded Businesses and the Cash Equivalents included in the calculation of Final Business Net CashContracts listed on Schedule 2.02(d) (each, an “Excluded Contract”); (xie) all Tax refundsof Seller’s investor, Tax credits repurchase, warehouse and similar liquidity and financing agreements or other Tax Assets of the Sellers arrangements and any refund agreements or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior arrangements related to the ClosingPipeline Loans, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement including interest rate locks and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether related ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1▇; (xivf) Seller’s Intellectual Property other than the Purchased IP; (g) the corporate seals, Organizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, and all employee-related or employee benefit-related files or records; (h) all rights of Seller Parent or any to Tax refunds, rebates and similar repayments of its Affiliates (for clarityTaxes, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims each case with respect to any such insurance recoveriesTax period ending on or before the Closing Date; (xvii) all insurance policies of Seller and its Affiliates and all rights to applicable claims and proceeds thereunder; (j) all Seller Benefit Plans and trusts or other assets attributable thereto; (k) except as expressly set forth otherwise provided in this Agreement (including Section 2.1(p) and Section 6.62.01(i), all assets rights to any Action available to or being pursued by Seller, whether arising by way of any Seller Group Plan counterclaim or Foreign Seller Group Plan that is not a Conveyed Subsidiary Planotherwise; (xviil) all corporate-level services (but not the assets related rights which accrue or will accrue to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services AgreementTransaction Documents; (xviiim) all third-party warrantiesany asset, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1property or right of Seller relating to the Excluded Businesses; (xixn) all assets, properties and rights any contracts or instruments of Seller related to hedging risk related to any Person that are not Related to the Businessloan, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Pipeline Loans; and (xxo) for the assets set forth in Section 2.3(a)(xx) avoidance of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f)doubt, prior to the Closingany asset, Seller Parent shall use commercially reasonable efforts to take (property or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return right of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes Affiliate of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateSeller.

Excluded Assets. (a) Notwithstanding any provision Buyer expressly understands and agrees that, notwithstanding anything to the contrary set forth in this AgreementSection 2.02, Purchaser and all of the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties or and rights other than the Purchased Assets (the “Excluded Assets”) of Seller and its Retained Subsidiaries (and the Acquired Entities to the extent such assets, properties or rights would have been an Excluded Asset if held by Seller or one of its Retained Subsidiaries) shall be retained by, and remain the property of, Seller or a Retained Subsidiary, and shall be excluded from the Purchased Assets: (a) (x) all contracts, agreements, licenses, commitments, sales and purchase orders and other instruments (other than the Assigned Contracts), including:including enterprise software agreements, and (y) all Transportation Contracts; (b) all interests in the capital stock of, or any other equity interests in, Seller or any Retained Subsidiary (or securities convertible, exchangeable or exercisable therefor); (c) all Cash (other than any Cash of the Acquired Entities); (d) all real property (including leases thereof), and all buildings, furniture, fixtures and improvements erected thereon, equipment (including machinery) and other tangible personal property (other than as provided by Section 2.02(e) or Section 2.02(f)); (e) all insurance policies, historical and in-force; (f) except for the Transferred Intellectual Property, Intellectual Property owned by an Acquired Entity and any Intellectual Property licensed pursuant to an Assigned Contract, all other Intellectual Property owned by or licensed to Seller or any of its Affiliates or with respect to which Seller or any of its Affiliates otherwise has any right, title, or interest, including all Seller Names and Marks; (g) except for the Transferred IT Assets, all other IT Assets; (h) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated hereby or thereby; (i) all assets constituting ownership interests in(i) books, records, files and papers (whether electronic or that are used otherwise) prepared or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities received by or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems behalf of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any in connection with the sale of its or their propertiesthe Business and the transactions contemplated hereby, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventoryanalyses relating to the Business, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and Seller or any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) prospective purchaser of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent Business or any of its their Affiliates so prepared or received, (ii) confidentiality agreements with prospective purchasers of the Business or any portion thereof (except that Seller shall, to the extent it is able, assign to Buyer at the Closing all of Seller’s rights under such agreements to confidential treatment and limited use of information with respect to the Business and with respect to solicitation and hiring of Continuing Employees) and all bids and expressions of interest received from third parties with respect thereto and (iii) all privileged materials, attorney work product, documents and records to the extent not Related related to the Business; (ixj) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related accounting goodwill related to the Business, and the Specified Records; (xk) all accounts receivable and other current assets and all cash and cash equivalentsSeller Tax Records, checksTax Assets, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capitalrights to Tax refunds, and tax credits; (l) the Cash Equivalents included tariff exclusions-related receivable referenced in Seller’s management accounts as line item “Non-trade receivables #1155” (the calculation of Final Business Net Cash“Tariff Receivable”); (xim) all Tax refunds, Tax credits any asset or other Tax class of assets excluded from Purchased Assets by virtue of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account limitations expressed in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation)definition thereof; (xiin) all Seller Combined Tax Returns assets used for purposes of providing the services, rights and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and support described in each case any books and records relating thereto;Section 7.10; and (xiiio) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) the other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, (including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, contracts) listed in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (sSection 2.03(o) of Section 2.1the Disclosure Schedule; and (xxp) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement all insurance claims to the contrary but subject to Section 6.5(f), prior extent not relating to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related Agreement to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other thancontrary, from and after the Closing, the Conveyed Subsidiaries Seller’s Group shall retain all of its right, title and their interest in and to, and there shall be excluded from the direct or indirect sale, conveyance, assignment or transfer to the Purchaser or its Affiliates pursuant to Section 2.01(b), and the Transferred Assets shall not include, the following assets, rights and properties of the Seller’s Group (other than, subject to Section 2.01(d), the Transferred Subsidiaries): (i) under this Agreement or the Ancillary Agreements and any documents delivered or received those assets set forth in connection herewith or therewithAnnex 2.01(c)(i); (xvii) any (A) Intellectual Property Rights not Exclusively Related to the Business or (B) any Contract relating to Intellectual Property Rights that is not a Transferred Intellectual Property Contract; (iii) the Seller Retained Marks; (iv) any product, and any permits, licenses, certificates, registrations, marketing or other authorizations or consents issued by any Governmental Entity in any jurisdiction in respect of any product, or any applications therefore, other than the Products, Product Approvals, Products Under Registration and Marketing Authorizations transferrable under Applicable Law; (v) all cash, marketable securities and negotiable instruments; (vi) all real property and any leases therefor and interests therein, together with all buildings, fixtures, and improvements erected thereon, other than the Transferred Real Property; (vii) the company seal, minute books, charter documents, stock or equity record books and such other books and records pertaining to the Seller or its Affiliates (other than the Transferred Subsidiaries), as well as any other records or material relating to the Seller or its Affiliates (other than the Transferred Subsidiaries) generally and not involving or related to the Transferred Assets or the Business; (viii) any right of the Seller or its Affiliates to be indemnified in respect of Excluded Liabilities or any Excluded Asset; (ix) all Tax assets (including Tax refunds and prepayments); (x) all Tax Returns of the Seller’s Group and all books and records (including working papers) related thereto, except as set forth in Section 2.01(b)(xvi); (xi) any intercompany receivables of the Business, other than Intra-Group Trading Balances; (xii) all Seller’s Group Insurance Policies and rights to proceeds thereunder; (xiii) all artwork, paintings, drawings, sculptures, prints, lithographs, photographs and other artistic works of the Seller’s Group; (xiv) except as set forth in Section 2.1(o6.08 and Annexes 6.08(k) and subject to Section 6.186.08(l), all current and prior insurance policies and all rights in connection with any assets of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to Benefit Plan other than any such insurance recoveriesTransferred Subsidiary Benefit Plan; (xv) any equity interest held by the Seller’s Group in any Person other than a Transferred Subsidiary; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Planthe Excluded Contracts; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) rights of the type currently provided to Seller’s Group under this Agreement and the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services AgreementAncillary Agreements; (xviii) all third-those assets, rights and properties that are to be used by, or necessary for, the Seller’s Group or its designated third party warranties, indemnities, further assurances and similar covenants and guarantees to provide services to the Purchaser or its Affiliates under any of the Ancillary Agreements (other than those identified as Purchased Assets assets, properties or rights that are Exclusively Related to the Business and required to be listed on a statement of net assets of the Animal Health Group in Section 2.1;accordance with the Statement of Net Asset Rules); and (xix) all assets, rights and properties and rights of any Person that are not Exclusively Related to the Business, including all . The assets, rights and properties referred to in this Section 2.01(c) and rights constituting ownership interests in, or that are used or held for use in, or related toin Section 2.01(d), the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterExcluded Assets. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything contained in this AgreementSection 2.1 to the contrary, Purchaser Seller is not selling, and the Purchaser Designated Affiliates Buyer Parties are not purchasing or acquiring purchasing, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights assets other than those specifically described in Section 2.1, and without limiting the Purchased Assets generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets of Seller, all of which shall be retained by Seller (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all Parties’ cash and cash equivalents, checksaccounts receivable, money ordersdeferred charges and prepaid items, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o2.1(h); (b) the Seller Parties’ corporate books and records of internal corporate proceedings, tax records, work papers and books and records, except as set forth in Section 2.1(j); (c) all of the Seller Parties’ bank accounts; (d) all accounting records (including records relating to Taxes) and subject internal reports relating to the business activities of the Seller Parties, except as set forth in Section 6.182.1(j); (e) any interest in or right to any refund of Excluded Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any Pre-Closing Tax Period; (f) all current Permits of the Seller Parties, including import and prior export licenses, except as set forth in Section 2.1(k); (g) all rights of the Seller Parties with respect to Contracts that are not Assumed Contracts (including all Shared Contracts, except as set forth in Section 5.8(f) through (i)) (the “Excluded Contracts”); (h) all rights of the Seller Parties with respect to the Patents other than the Transferred Patents (the “Excluded Patents”); (i) all rights of the Seller Parties with respect to the Intellectual Property (other than Patents and Technology) other than the Transferred Intellectual Property (the “Excluded Intellectual Property”); (j) all rights of the Seller Parties with respect to the Technology other than the Transferred Technology (the “Excluded Technology”); (k) interests in real property other than pursuant to the Assumed Leases; (l) any insurance policies and all rights rights, claims or causes of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesaction thereunder; (xvim) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all any assets of relating to any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Employee Plan; (xviin) all corporate-level services (but not the assets related rights, claims and causes of action relating to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent any Excluded Asset or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services AgreementExcluded Liability; (xviiio) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties Seller Parties under this Agreement and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Ancillary Agreements; and (xxp) all confidential communications between Seller and its Affiliates, on the assets set forth in Section 2.3(a)(xxone hand, and DLA Piper LLP (US) (“DLA Piper”), on the other hand, relating to the Business or the Transferred Assets or arising out of or relating to the Seller Disclosure Letter. (b) Notwithstanding anything in negotiation, execution or delivery of this Agreement to or the contrary but subject to Section 6.5(f)transactions contemplated hereby, prior to the Closingincluding any attendant attorney-client privilege, Seller Parent shall use commercially reasonable efforts to take (attorney work product protection, and expectation of client confidentiality applicable thereto, and including any information or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result files in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions format of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateDLA Piper in connection therewith.

Excluded Assets. (aNotwithstanding anything in Section 2.01(a) Notwithstanding any provision in this Agreementto the contrary, Purchaser the Sellers are not selling, and the Purchaser Designated Affiliates are Buyer expressly understands and agrees that the Buyer is not purchasing or acquiring buying, any assets and properties of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the Purchased Assets generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets and properties of the Sellers and their Affiliates, all of which shall be retained by the Sellers and their Affiliates (the “Excluded Assets”), including:): (i) other than as described in Section 2.01(a)(xiv) or Section 2.01(a)(xv), all assets constituting ownership interests incash, cash equivalents or that are used marketable securities of the Sellers and their Affiliates on hand or held for use in, by any bank or other third Person and all rights to any bank accounts of the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Sellers and their Affiliates; (ii) all Retained Real Propertyaccounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iii) (A) the Retained Facilitiesall franchise rights, (A) any owned and leased furnitureif any, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Businessand, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by for the Transferred Employees in respect of the BusinessLicensed Intellectual Property, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IPowned by, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages otherwise authorized for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed use by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoAffiliates; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xviv) except as set forth in Section 2.1(o2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (v) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vi) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (vii) subject to Section 6.182.01(a)(x), all current policies of, or agreements for, insurance and prior interests in insurance policies pools and programs of the Sellers; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers (including counterclaims) and defenses (A) against third parties relating primarily to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which indemnification is sought by the Buyer pursuant to Article IX; (ix) any interest of any Seller under this Agreement, any Companion Agreement and any other agreement, document or instrument entered into in connection with the transactions contemplated by this Agreement; (x) all personnel and employment records for employees and former employees of the Sellers, including Business Employees, except as otherwise provided in the Employee Matters Agreement; (xi) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers; (B) any books and records relating primarily to the Excluded Assets; (C) any books, records or other materials that the Sellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any such records, they may do so and in such case they will provide the Buyer with copies thereof; (xii) any and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other intangible rights or assets associated therewith; (xiii) any nature other assets, properties, rights, contracts and claims of the Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, in each case that are specifically listed in Section 2.01(b)(xiii) of the Disclosure Schedule; (xiv) any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with respect theretothe Business; (xv) any Shared Contract, including all insurance recoveries thereunder to the extent not assigned to the Buyer pursuant to a Partial Assignment and rights to assert claims with respect to any such insurance recoveriesRelease under Section 5.16; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary PlanExcluded Contract; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Retained Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement;; and (xviii) the Manufacturing Rights (and any and all third-party warranties, indemnities, further assurances ownership or other proprietary interest in any goodwill and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and intangible rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used assets relating thereto or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(fassociated therewith), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested which are governed by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateManufacturing Agreement.

Excluded Assets. (a) Notwithstanding any provision in this Agreementthe terms of Section 2.1, Purchaser the Sellers will not sell, convey, assign, transfer or deliver to the Purchaser, and the Purchaser Designated Affiliates are will not purchasing purchase or acquiring acquire, and the Purchased Assets do not include, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights assets other than the Purchased Assets Assets, including but not limited to any of the following assets (the “Excluded Assets”): (a) all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items of the Sellers; (b) all notes and accounts receivable of the Sellers; (c) all minute books, records, stock ledgers, Tax records and all other materials that the Sellers are required by Law to retain (provided that copies of such records shall, to the extent legally permissible and to the extent that they constitute Purchased Intellectual Property or Purchased Assets, be provided to the Purchaser); (d) all financial books and records with respect to the Project and the Purchased Assets, including:including receipts and invoices (provided that the Sellers shall, as soon as reasonably practicable following receipt of an itemized request from Purchaser, provide to Purchaser copies of those itemized financial records so requested by Seller to be provided); (e) the shares of the capital stock of the Sellers and their Affiliates and all of the Sellers’ or any of their Affiliates’ ownership interest in any Subsidiary or other Person; (f) all insurance policies, binders and claims and rights thereunder and proceeds thereof; (g) all rights under all Contracts of the Sellers set forth on Schedule 2.2(g) and all Contracts of the Sellers other than the Included Contracts; (h) all intellectual property rights of the Sellers other than the Purchased Intellectual Property; (i) all assets constituting ownership interests in, or that are used or held for use in, inventory of the Retained Businesses, Sellers other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1the Inventory; (iij) all Retained Real Propertymachinery, equipment and other items of tangible personal property of the Sellers other than the Equipment; (iiik) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal all real property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees rights in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)real property; (ivl) all legal and beneficial interest in the share capital or equity interest of rights arising under any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter;Excluded Liability; and (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xivm) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) Sellers under this Agreement or any of the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterAgreements. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser Buyers expressly understand and agree that the Purchaser Designated following assets and properties of Sellers and Sellers’ Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including) shall be excluded from the Purchased Assets: (a) Sellers’ owned and leased real property other than (i) the Purchased Real Property, (ii) the right, title and interest of Sellers in and to the Leased Real Property pursuant to the Real Estate Leases set forth on Schedule 1.01(b) and (iii) all assets constituting ownership interests inright, or that are used or held for use in, title and interest created pursuant to the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Lease Agreement and Shanghai Sublease; (ii) all Retained Real Property; (iii) (Ab) the Retained Facilities, Intellectual Property (A) including without limitation any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent Trademarks containing or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business word Teradyne and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (agoodwill appurtenant thereto) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the owned by Sellers or any of their Affiliates (or which Sellers or any of their Affiliates have rights to, other than the Conveyed Subsidiaries Purchased Intellectual Property and their Subsidiaries) that do not relate solely the rights granted to Purchased Assets or Assumed Liabilities, Buyers to the Licensed Intellectual Property pursuant to the License Agreement and in each case any books and records relating theretothe Intellectual Property Assignment Agreement; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xvc) except as set forth in Section 2.1(oon Schedule 2.12(b)(i), Sellers’ and their Affiliates’ cash, cash equivalents and liquid investments (plus uncollected bank deposits and less outstanding checks) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries(“Cash”); (xvid) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6)refunds, all assets rebates or similar payments of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services Taxes to the extent such assets are Purchased Assets) Taxes were paid by or on behalf of the type currently provided to the Business by any Asset Seller Parent or any Affiliate of its any Asset Seller, or would not otherwise constitute an Assumed Liability; (e) Sellers’ and their Affiliates’ (other than the Sold Companies’) returns, declarations, reports, claims for refund, information statements and without limiting Seller Parent’s obligations the other documents relating to Taxes, including any schedule or attachment thereto and including any amendment thereof (the “Tax Information”); (f) Sellers’ rights under the Transition Services this Agreement and any other agreement, document or instrument entered into pursuant to this Agreement; (xviiig) all third-party warranties, indemnities, further assurances and similar covenants and guarantees any capital stock of or any equity interest or Investment in any Person other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1a Sold Company; and (xxh) Sellers’ and their Affiliates’ rights in the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letterlisted or described on Schedule 2.02(h). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary in this Agreement, Seller shall retain and not transfer, and Purchaser and the Purchaser Designated Affiliates are shall not purchasing purchase or acquiring acquire, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties or rights other than the Purchased Assets of Seller or its Subsidiaries (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person kind (other than the Intellectual Property Assets) not primarily used in or for the Acquired Products; (b) Seller’s TCAM1, TurboCAM and Toy CAM products, including any asset, property or right of any kind related thereto (other than the intellectual property rights and assets acquired by Purchaser in the 2006 Agreement), which consist of parts having densities of no more than 4.5 megabits and sold, directly or indirectly, only to Seller’s sole existing customer for such products as of the date of this Agreement, including, without limitation, all related inventory, work-in-process, masks and finished goods, tools, equipment, and finished goods, supplies, parts and other tangible personal property related primarily to the foregoing (collectively, the “2007 Retained Products”); (c) all proprietary information and intellectual property rights that are not Related to exclusively or primarily used in the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case Acquired Products (other than those assetsthe intellectual property rights and assets acquired by Purchaser in the 2006 Agreement and that certain Cross-License Agreement, properties or rights identified as Purchased Assets in clauses dated February 15, 2006, by and between Seller and NetLogic US (a) through (s) of Section 2.1the “2006 Cross-License”)); and (xxd) the assets set forth all manufacturing machines, automatic test equipment and other equipment and machinery, including equipment and machinery for manufacturing, sorting, testing, packaging and quality assurance (except as identified in Section 2.3(a)(xx2.1(d)) of and all manufacturing and process-related intellectual property, in each case, whether or not used in connection with the Seller Disclosure LetterAcquired Products, the 2007 Retained Products or otherwise. (be) Notwithstanding anything in this Agreement all uncollected trade accounts receivable and miscellaneous receivables from the sale or other disposition of any Acquired Products or Inventory and the license or other disposition of any intellectual property related to the contrary but subject to Section 6.5(f)Acquired Assets, prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (whether billed or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Dateunbilled.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary in this Agreement, Purchaser nothing in this Agreement will constitute a transfer to Buyer, or will be construed as conferring on Buyer, and the Purchaser Designated Affiliates are Buyer will not purchasing or acquiring acquire, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in or to any assetsof the following (collectively, properties or rights other than the Purchased Assets (the “Excluded Assets”): (a) the real property described on Schedule 2.2(a) (collectively, the “Excluded Real Property”), including:; (b) (i) all assets constituting ownership interests in, or of Seller’s easements in the Transferred Territory that are not primarily related to the VA Distribution Business, and (ii) all of Seller’s easements that are described on Schedule 2.2(b) (collectively, the “Excluded Easements”); (c) the Transmission Facilities; (d) items of Inventory excluded from the definition of Acquired Assets pursuant to Section 2.1(f); (e) all other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and are not owned by Seller or used or held for use in, by Seller primarily in the Retained Businesses, other than those assets identified as Purchased Assets VA Distribution Business in clauses (a) through (s) of Section 2.1the Transferred Territory and any vehicles or trailers owned by Seller that are not set forth on Schedule 2.1(g); (iif) the Equipment Leases and all Retained Real Propertyother Contracts that would be Transferred Contracts but for the fact that they relate primarily to assets or operations located outside the Transferred Territory or to assets or operations other than the VA Distribution Business (the “Shared Contracts”) and all other Contracts that are not Transferred Contracts; (iiig) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) Permits of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily related to the VA Distributions Business in the Transferred Territory; (h) any other asset of Seller that is not primarily used by Seller in the VA Distribution Business in the Transferred Employees Territory; (i) cash and cash equivalents, including cash held pursuant to money pool arrangements, and all other Current Assets of Seller except as provided in respect of the BusinessSection 2.1(f), (Ag), (m) the Information Systems of Seller Parent and its Subsidiariesor (s), ; (j) all Intellectual Property other than the Business IT Systems Intellectual Property described on Schedule 2.1(o) (the “Retained Intellectual Property”); subject to Buyer’s rights as provided in Section 7.9; (k) the property and equipment described on Schedule 2.2(k) plus any vehicles and trailers owned by Seller that are not listed on Schedule 2.1(g) (A) any leases relating to collectively, the assets described in the foregoing clauses (B) through (D“Excluded Tangible Personal Property”); (ivl) Seller’s Shared Equipment; (m) subject to Section 2.5, any rights under an Equipment Lease or related equipment or vehicles that Seller is not permitted to assign at Closing; (n) all assets disposed of by Seller after the date of this Agreement, to the extent this Agreement does not prohibit the disposition; (o) all personnel records of Seller and its Affiliates relating to their employees other than Transferring Employee Records and other records that are required to be disclosed by applicable Laws, subpoena or legal or regulatory process; (p) except for the assignment and beneficial interest assumption of any Power Purchase Agreement otherwise contemplated hereby, all intercompany agreements between Seller and an Affiliate of Seller, and all accounts owing by and among Seller and any of its Affiliates, whether or not any such intercompany agreement or account relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (q) subject to Section 7.7, all rights to refunds of Taxes with respect to the VA Distribution Business or the Acquired Assets attributable to taxable periods, or portions thereof, ending prior to or as of the Effective Time, and any rights to refunds of Taxes with respect to any other assets, properties or operations of Seller or any of its Affiliates; (r) subject to Section 2.1(n), all claims, causes of action, rights of recovery, rights of set off and rights of recoupment of Seller against third parties relating to the VA Distribution Business in the share capital or equity interest of any Person other than Transferred Territory prior to the Conveyed Subsidiaries Effective Time; (and their Subsidiariess) subject to Section 2.1(n), other than those equity interests set forth on Section 2.1(q) all insurance policies, bonds, letters of credit or similar items, and any cash surrender value in regard thereto, including deposits made by Seller with regard to workers’ compensation coverage, and any and all claims related to any of the Seller Disclosure Letterforegoing; (t) all assets attributable to or related to Benefit Plans; (u) the Collective Bargaining Agreement; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.187.23, all current power purchase or supply agreements, transmission service agreements, power, fuel or commodity hedging or derivative or forward purchase agreements, and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is other agreements not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets primarily related to such services to the extent such assets are Purchased Assets) construction, ownership, operation or maintenance of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Acquired Assets; and (xxw) the assets set forth in Section 2.3(a)(xx) real and personal property subject to the sale to the Town of Front Royal, Virginia pursuant to that certain ordinance of the Seller Disclosure Lettertown council of the Town of Front Royal, Virginia, dated January 12, 2009. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding The Purchased Assets do not include any property or assets of Seller not described in Section 2.1 and, notwithstanding any provision to the contrary contained in Section 2.1 or elsewhere in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets do not include any of the following property or assets of Seller (all assets excluded pursuant to this Section 2.2 are referred to in this Agreement as the “Excluded Assets”), including:): (i1) all assets constituting ownership interests incash, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1cash equivalents and bank deposits; (ii2) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal real property and other tangible or real property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems interests of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets not described in the foregoing clauses (B) through (Don Exhibit 2.1(1); (iv3) all legal and beneficial interest machinery, equipment, tools, furniture, furnishings or other fixed assets of Seller not described on Exhibit 2.1(2); (4) inventory of supplies, stores, tools, parts or materials of Seller not used in the share capital operation of the Projects; (5) receivables or equity interest of other rights to receive payments to the extent attributable to any Person period prior to the Effective Time; (6) books, records, or the like other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure LetterDocuments; (v7) all Shared Contracts and all assets that have been disposed of prior to the Closing Date without violation of this Agreement; (8) the rights of Seller arising under or in connection with this Agreement, any Ancillary Agreement, or any certificate or other Contractsdocument delivered in connection with this Agreement or any Ancillary Agreement, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party the transactions contemplated by this Agreement or by which any of its or their properties, assets or rights is subject, in each case other than Assumed ContractsAncillary Agreement; (vi9) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts shares of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) stock (other than the accounts receivable and other assetsWVIC Shares), in each case included in the calculation securities, bonds, debentures, evidences of the Final Business Working Capitalindebtedness, and the Cash Equivalents included any other debt or equity interest in the calculation of Final Business Net Cash)any Person; (xi10) all Tax refunds, Tax credits or other Tax Assets the names “NewPage,” “NewPage Wisconsin System,” “NewPage Wisconsin System Inc.,” “SENA,” “Stora Enso North America,” “Consolidated Water Power,” “Consolidated Water Power Company” and any derivative of any of the Sellers foregoing, and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c)related, whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilitiessimilar, and in each case any books other trade names, trademarks, service marks, and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights logos of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. Notwithstanding anything to the contrary contained herein, any and all of the Sellers’ right, title and interest in and to the following assets (the “Excluded Assets”) shall be specifically excluded from, and shall not constitute, the Purchased Assets: (a) Notwithstanding All Seller Benefit Plans and any provision and all assets related to such Seller Benefit Plans; (b) Any and all Contracts other than the Assigned Contracts; (c) All owned and leased real property and other interests in this Agreementreal property; (d) Any and all Intellectual Property other than the Purchased IP, Purchaser including all Trademarks used in connection with the Business as of Closing (the “Excluded Trademarks”) and all Intellectual Property related exclusively to Existing DH-I; (e) Copies of the Purchaser Designated Affiliates are Purchased Documentation and other information, materials and data related exclusively to Existing DH-I; (f) Any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not purchasing relating to the Business, for all periods before, through and after the Closing; (g) Any and all non-transferrable Business Permits and Business Permits set forth or acquiring described in Schedule 2.5(g); (h) All assets, rights and properties set forth or described in Schedule 2.5(h); and (i) All refunds, credits, rights to refunds, adjustment or similar benefit (including interest thereon) and any other Tax assets of the Sellers or any of Seller Parent’s their Affiliates, including any such item relating to any Purchased Asset or its AffiliatesAssumed Liability for any Pre-Closing Tax Period but excluding any such item relating to Transfer Taxes allocated to Purchaser under Section 6.2 or Property Taxes specifically allocated to Purchaser under Section 6.3; and, subject to the Sellers’ obligations under Section 6.1, all Tax Returns, books and records (including work papers related thereto) of the Conveyed Subsidiaries’ Sellers or any of their Subsidiaries’) Affiliates. The Parties acknowledge and agree that neither Purchaser nor any of its Affiliates will acquire or be permitted to retain any direct or indirect right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding anything in the Transaction Agreements to the contrary, any provision in assets which are not Transferred Assets shall not be Transferred to Purchaser or any of the Purchasing Subsidiaries pursuant to this Agreement, Purchaser and shall be retained by Seller and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (Selling Subsidiaries, including the Conveyed Subsidiaries’ or their Subsidiaries’) rightfollowing (collectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through any interests of Seller or any other Selling Company in, to or under any of its owned real property or any lease of real property or in, to or under any other interest in real property (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of provided in the Seller Disclosure Letter, Real Estate Agreements and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (DSubsidiary Leases); (ivb) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets Excluded A/R and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts ; (c) any interest of Seller Parent or any other Selling Company in any contract entered into prior to the applicable Closing Date providing for the provision of Customer Care Services to Seller or any of its Affiliates Subsidiaries; (including the Conveyed Subsidiaries or d) all interests in any of their SubsidiariesShared Customer Care Split Contracts (that are not Customer Care Split Interests), Shared GPS Split Contracts (that are not GPS Split Interests) and Shared Other Contracts (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cashsubject to Section 5.01(e)); (xie) all Tax refundsIntellectual Property Rights other than Intellectual Property Rights conveyed pursuant to the IP Agreements; (f) all rights, Tax claims, credits and causes of action of Seller or other Tax Assets any of the Sellers and other Selling Companies arising under or relating to any refund or credit against Seller Indemnified Taxes Transferred Asset to which Seller Parent is entitled pursuant the extent they relate to Section 6.5(c), whether or not derived from the Business and whether or not existing periods prior to the Closing, but excluding any refunds or credits or other Tax Assets applicable Closing Date (except to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (they relate to the extent, with respect to clause (b), offsetting a Tax Liability in such calculationany Assumed Liabilities); (xiig) all files, documents, books and records of Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other Selling Company, other than the Conveyed Subsidiaries Acquired Books and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoRecords; (xiiih) all claims, defenses, causes records prepared in connection with the Transfer of action, counterclaims the Transferred Assets and rights Assumed Liabilities and the negotiation of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1the Transaction Agreements; (xivi) all rights of Seller Parent and its Subsidiaries under this Agreement and the other Transaction Agreements; (j) any equity interest or security in or of any of its Affiliates (for clarityPerson, other thanthan the Transferred Subsidiary Interests; (k) except as otherwise specifically provided in the Employee Matters Agreement or in a Local Acquisition Agreement, from all the assets of and after all the assets relating to the Seller Benefit Plans and the Required Benefit Plans; (l) any and all Tax assets, including any Tax refunds, credits or claims, attributable in each case to any Pre-Closing Tax Period (except to the extent they relate to any Assumed Liabilities); and (m) all assets required by Seller and its Subsidiaries solely to provide the services to the Customer Care Business under the Transaction Agreements with respect to the Transferred Assets to be transferred in a Subsequent Closing, except to the Conveyed Subsidiaries extent that any such assets will be Transferred upon the expiration or termination of the applicable Transaction Agreement in accordance with the terms thereof. All intellectual property matters, including the Transfer or licensing of intellectual property constituting Transferred Assets and their Subsidiaries) under any representations and warranties relating thereto, are addressed exclusively in the IP Agreements (except for Article X to the extent it applies to matters addressed in the IP Agreements). Except as otherwise expressly provided in this Agreement or the Ancillary Agreements and other Transaction Agreements, neither Purchaser nor any documents delivered Purchasing Subsidiary shall have any proprietary or received in connection herewith other ownership interest or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims claim with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of relating to or underlying any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the BusinessTransferred Contract, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letterintellectual property. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementthe provisions of Section 2.1 hereof, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties and rights, to the extent owned by or rights other than inuring to the Purchased Assets benefit of any one or more Sellers (collectively, the “Excluded Assets”)) are expressly excluded from the purchase and sale contemplated hereby and from the definition of the term “Purchased Assets” hereunder, including: (i) all assets constituting ownership interests in, in each case whether or that are not related to or used or held for use inin connection with the Purchased Assets, the Retained BusinessesFreeport Facility or the Business: (a) all Cash; (b) all Accounts Receivable, other than those assets identified as Purchased the Accounts Receivable, if any, to be transferred by Goodyear Canada pursuant to Section 2.1(c) hereof, which will not constitute Excluded Assets, except for the portion thereof that constitute Excluded Assets in clauses (a) through (s) of under Section 2.16.16. hereof; (iic) all Retained Real Propertyassets not owned by Sellers as of the Closing, including, without limitation, all raw materials held under consignment agreements or arrangements with third parties, all property owned by any third party and leased or held by any Seller under any of the Assumed Leases or Assumed Contracts (including, without limitation, the Nitrogen Storage Tank and all the equipment owned by TBC Corporation or Universal Cooperatives, Inc. or held under either of the Custom Label Contracts) in each case identified in Schedule 2.2(c) hereof; (iiid) subject to the Trademark License Agreement, all of the Goodyear Names and Marks, including, without limitation, the Licensed Marks; (e) all rights and obligations under any and all employee benefit plans of each Seller, including, without limitation, the Employee Benefit Plans, and all assets, records and vendor arrangements associated with any such plan, whether held by one or more Sellers, in trust or otherwise; (f) all casualty, liability or other insurance policies owned by or obtained on behalf of any Seller and all claims or rights under any such insurance policies; (g) any federal, state or local, or any foreign, claim, cause of action, right of recovery or refund with respect to any Tax including, without limitation, income Tax refunds, franchise Tax refunds, duty draw backs on export sales; sales and use Tax refunds; real property Tax refunds; and personal property Tax refunds (except in respect of any refunds of Taxes, in respect of and relating to periods following the Closing) and all other claims and rights in respect of the foregoing; (h) other than the Owned Real Property, all owned real property, all leased real property and any other interest in real property along with all appurtenant rights, easements and privileges appertaining or relating thereto; (i) (A) all of each Seller’s finished goods, work-in process inventories, raw materials, consumables and supplies that are not Inventories; and (B) any Inventories that constitute Excluded Assets under Section 2.1(a)(ii) hereof; (j) all rights under the Retained FacilitiesContracts pertaining to the Purchased Assets or the Business listed on Schedule 2.2(j) or Schedule 6.15 hereto (collectively, the “Excluded Contracts”); (k) subject to the Technology Agreement, all Intellectual Property, and all (i) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending patent application or applications, (Aii) ideas and conceptions of potentially patentable subject matter, including, without limitation, any owned patent disclosures, whether or not reduced to practice and leased furniturewhether or not yet made the subject of a pending patent application or applications, equipment(iii) national (including the United States) and multinational statutory invention registrations, fixturespatents, machinerypatent registrations and patent applications (including all reissues, suppliesdivisions, spare partscontinuations, toolscontinuations-in-part, extensions and reexaminations) and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application, (iv) copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions, (v) moral rights (including, without limitation, rights of paternity and integrity), and waivers of such rights by others, (vi) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (vii) whether or not confidential, technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (viii) copies and tangible personal property embodiments of all the foregoing, in whatever form or medium and other tangible property (ix) rights to obtain and rights to apply for patents, and to register trademarks and copyrights; (l) except in respect of the Assumed Leases, all leases in respect of any computer hardware or equipment located at the Retained Facilities Freeport Facility and listed on Schedule 2.2(l)(i), all computer hardware and leased equipment not located at the Freeport Facility, and, subject to the Software License Agreement, all computer software (located at or used on the computer equipment located at the Freeport Facility or otherwise), including, without limitation, source code, operating systems and specifications, applications and configurations, data, data bases, files, documentation and other materials related thereto, data and documentation, including, without limitation, those described on Schedule 2.2(l)(ii), and all licenses and sublicenses in respect of any such computer software, data and documentation as well as all Internet addresses, websites and URLs, including, without limitation, “w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇”; (m) all prepaid expenses, advances and deposits of each Seller, whether or not Related related to the Business, except as set forth on Section 2.1(d)(i)(B) and all rights of the each Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees under or in respect of the Businessthereof, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)each case whether recorded or unrecorded; (n) the automobile leases listed in Schedule 2.2(n) hereto, and the automobiles leased thereunder; (o) all inter-company receivables and inter-company prepaid expenses of any Seller or any Affiliate, division or business sector or unit thereof, including the Business; (p) all Contracts identified on Schedule 2.2(p)(ii) and all molds and all unique drums identified in Schedule 2.2(p)(iii) (each as defined in the Offtake Agreement), used or held for use by any Seller in connection with, the manufacture, distribution or sale of the categories of tires listed in Schedule 2.2(p)(i) hereto; (q) all of the Books and Records (including all books of account and all supporting vouchers, invoices and other records and materials) of each Seller, (i) relating to any Taxes of such Seller (subject to the rights of Purchaser under Section 6.9 hereof), (ii) constituting personnel records, (subject to the rights of Purchaser under Article VII) corporate records, articles of incorporation, by-laws, minute books, stock or stock transfer records or other organizational documents or records of such Seller, (iii) which such Seller is required by Law to retain in its possession or (iv) which are subject to or protected by any privilege from disclosure under applicable Law; (r) all legal telephone, telecopy and beneficial interest e-mail addresses and listings of each Seller; (s) all claims, causes of action, choses in the share capital action, rights of recovery and rights to set off or equity interest compensation of any Person other than the Conveyed Subsidiaries kind (including rights under and their Subsidiaries)pursuant to all warranties, other than those equity interests set forth on Section 2.1(qrepresentations and guarantees made by suppliers) against third parties, but excluding all such assets (including rights under and pursuant to all warranties, representations and guarantees made by suppliers) relating to or arising out of the Seller Disclosure LetterPurchased Assets or the Business or related to any raw materials or contracts in respect thereof; (t) all of each Seller’s rights under this Agreement and each of the agreements, documents and instruments contemplated to be executed or delivered hereunder or in connection herewith, including, without limitation, each of the Ancillary Agreements; (u) all of each Seller’s assets not used in connection with the manufacture of Farm Tires at the Freeport Facility and not located at the Freeport Facility; (v) all Shared Contracts of each Seller’s rights and assets under or related to any and all other Contractsagreements, sales orders, purchase orderscontracts, instruments and other commitments, obligations and and/or arrangements to which between such Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples utility service provider, including, without limitation, any provider of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IPelectricity, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement gas, water, sewerage, telephone or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) internet access services other than those identified as that relate to the Freeport Facility or that constitute Purchased Assets in under Section 2.1; (xiv2.1(a)(vi) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1hereof; and (xxw) the assets set forth in Section 2.3(a)(xx) all of the Seller Disclosure Letterother property and assets described on Schedule 2.2(w) hereto. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights all Assets other than the Purchased Assets, including the following Assets (collectively, the “Excluded Assets”), includingshall not be part of the sale and purchase contemplated hereunder and shall remain the property of Seller after the Closing: (a) All minute books and corporate seals of Seller; (b) The capital stock or other equity securities of Seller, whether held in treasury or otherwise; (c) The consideration paid to Seller pursuant to this Agreement; (i) Originals of all assets constituting ownership interests in, or personnel records and (ii) originals of all other records that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets Seller is required by Law to retain in clauses (a) through (s) of Section 2.1its possession; (iie) all Retained Real Property; (iiiAll Contracts not expressly assigned to and assumed by Purchaser pursuant to Section 2.1(e) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D“Excluded Contracts”); (ivf) all legal All structures, machinery, equipment, tools, furniture, fixtures and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries equipment (including fixed machinery and their Subsidiariesfixed equipment), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts computer hardware, supplies, materials, leasehold improvements, automobiles, computing and all other Contracts, sales orders, purchase orders, instruments telecommunications equipment and other commitmentsitems of tangible personal property, obligations and arrangements to which Seller Parent of every kind owned or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business leased wherever located and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset carried on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (Seller’s books other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o2.1(c) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries(the “Excluded Tangible Property”); (xvig) except as expressly set forth in this Agreement (including Section 2.1(p) All Benefit Plans and Section 6.6), all any assets of such Benefit Plans, including the rights, title and interests of Seller and its Subsidiaries in any Seller Group Plan (i) assets of a defined benefit or Foreign Seller Group Plan that is not defined contribution retirement plan and (ii) assets of a Conveyed Subsidiary Plannon-qualified deferred compensation plan; (xviih) all corporateAll human resources documents related to any Non-level services Transferring Employee; (but i) All Tax identification numbers, Tax Returns and Tax refunds; (j) All Real Property Leases; (k) All cash, cash equivalents on hand or in bank accounts and short term investments; (l) All products that are not the assets Business Products; (m) The Reon and Vida Processors, other than any Acquired Proprietary Rights and any Acquired Technology related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreementproducts; (xviiin) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1All Inventory; and (xxo) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement All Proprietary Rights owned or purported to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined owned by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would that are not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates Acquired Proprietary Rights (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateSeller Licensed Proprietary Rights).

Excluded Assets. Each of Buyer and VS Holdco, on behalf of itself and each other Acquired Company, expressly understands and agrees that (ai) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any all assets, properties and businesses of Parent and its Subsidiaries that are not included in the Transferred Assets and (ii) the following assets, properties and businesses of Parent and its Subsidiaries (regardless of whether they are owned, held or rights other than used in each case primarily in the Purchased Assets conduct of the Business) (the items in clauses (i) and (ii), the “Excluded Assets”), including) shall be excluded from the Transferred Assets: (ia) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and equity interests of any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its SubsidiariesPerson, other than the Business IT Systems Transferred Equity Interests and (A) the equity interests of any leases relating to the assets described in the foregoing clauses (B) through (D)Acquired Company; (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.182.02(c), all current Cash of Parent and prior its Subsidiaries; (c) all insurance policies of Parent and its Subsidiaries; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby and all minute books and corporate records of Parent and its Subsidiaries (the “Retained Records”); (e) all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesParent arising under this Agreement or the transactions contemplated hereby; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviif) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business Intellectual Property Rights owned by Seller Parent or any of its AffiliatesSubsidiaries that are not included in the Transferred IP, including all Retained Marks and without limiting Seller Parent’s obligations under the Transition Services AgreementIntellectual Property Rights set forth on Section 2.03(f) of the Parent Disclosure Schedule; (xviiig) all third-party warrantiessubject to Section 5.01(b), indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased any Transferred Assets sold or otherwise disposed of in Section 2.1the ordinary course of business during the period from the date hereof until the Closing Date; (xixh) all the assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (sbusinesses set forth on Section 2.03(h) of Section 2.1the Parent Disclosure Schedule; and (xxi) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterExcluded Distribution Center Equipment. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. It is expressly understood and agreed that the Assets shall not include the following (each, an "EXCLUDED ASSET"): (a) Notwithstanding Except to the extent expressly transferred pursuant to the provisions of Sections 1.2(a) through (l), inclusive, all assets, rights, properties, claims, contracts and business of any provision in this AgreementAsset Seller that, Purchaser after giving effect to the services to be provided to, and other rights of, Buyer under the Buyer License Agreement and the Purchaser Designated Affiliates Transition Agreements, are not purchasing necessary to conduct the Analytical Instruments Business as currently conducted; (b) The capital stock of all direct or acquiring any indirect subsidiaries and affiliates of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Transferred Subsidiaries; (iic) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash Cash and cash equivalents, checks, money orders, marketable securities, short-term instrumentsequivalents or similar type investments, bank and other depositary accounts, certificates of deposit, time depositsTreasury bills and other marketable securities of the Asset Sellers; (d) All real property and leasehold interests in real property of the Asset Sellers other than the Plants and the Equipment; (e) Any refunds or credits with respect to any Taxes paid or incurred by the Asset Sellers (plus any related interest received from the relevant taxing authority); (f) Each Asset Seller's right, negotiable instruments, securities title and brokerage accounts, funds interest in time and demand deposits or similar accounts to the contracts listed on Section 1.2(g)(i) of the Seller Parent or any Schedule; (g) Any Intellectual Property of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) Asset Sellers (other than the accounts receivable and other assetsIntellectual Property expressly set forth, summarized and/or described in each case included Section 1.2(a) hereof or expressly described in the calculation Section 1.2(a) of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSeller Schedule); (xih) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect theretoThe real property, including all insurance recoveries thereunder buildings, structures and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliatesother improvements situated thereon, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets assets listed in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx1.3(h) of the Seller Disclosure Letter.Schedule; (bi) Notwithstanding anything Other than claims under insurance policies in this Agreement to the contrary but subject to Section 6.5(f)respect of Assets that are lost, damaged or destroyed or Assumed Liabilities that are incurred, in whole or in part, prior to the Closing, all right, title and interest of any Asset Seller Parent shall use commercially reasonable efforts in any insurance policies relating to take the Analytical Instruments Business and all rights of any Asset Seller to insurance claims and proceeds with respect to or relating to (or cause one or more i) occurrences prior to the Closing with respect to the operation of its Affiliates to takethe Analytical Instruments Business and (ii) such action as is necessary, advisable or desirable to transfer the Excluded Assets from and Excluded Liabilities; (j) Any foreign currency agreements to which any Asset Seller is a party; and (k) All rights with respect to intercompany receivables, notes or loans between any of the Conveyed Subsidiaries Transferred Subsidiaries, on the one hand, and their Subsidiaries Seller and its other subsidiaries (andexcluding Transferred Subsidiaries), if neededon the other hand, from except as listed in Section 1.3(k) of the Sellers) to Seller Parent Schedule and except for trade payables or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact receivables relating to the Purchased Assets provision of goods and services to or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect Analytical Instruments Business in the provisions ordinary course of this Section 2.3, including business of the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Analytical Instruments Business Working Capital consistent with past practice and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. custom (New York time) on the Closing Date"ORDINARY COURSE OF BUSINESS").

Excluded Assets. (a) Notwithstanding any provision in this AgreementSection 2.1, Purchaser ▇▇▇▇▇ expressly understands and the Purchaser Designated Affiliates are agrees that it is not purchasing or acquiring acquiring, and the Seller Parties are not selling or assigning, any other assets or properties of the Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightParties, title or interest in any assets, and all such other assets and properties or rights other than shall be excluded from the Purchased Assets (the “Excluded Assets”). Excluded Assets include, includingwithout limitation the following assets, properties and rights of the Seller Parties: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checksbank accounts and securities of the Seller Parties; (b) all accounts receivable by the Seller Parties up to and prior to the Closing Date; (c) all Contracts other than the Assumed Contracts (collectively, money ordersthe “Excluded Contracts”); (d) the seals, marketable securitiesOrganizational Documents, short-term instrumentsminute books, bank stock record books, Tax Returns, books of account or other records having to do with the corporate organization of the Seller Parties, and any other depositary accountsbooks and records that the Seller Parties are prohibited from disclosing or transferring to Buyer under applicable Law and are required by applicable Law to retain; (e) all insurance policies of the Seller Parties and all rights to applicable claims, certificates proceeds, and refunds thereunder; (f) all Tax assets (including duty and Tax refunds and prepayments) of depositthe Seller Parties; (g) all intercompany receivables or Debt owed to a Seller Party by any of its Affiliates; (h) the Licensed Intellectual Property, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits all Intellectual Property owned or similar accounts of Seller used by Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other Seller Parties other than the accounts receivable and other Purchased Intellectual Property Assets; (i) the rights which accrue or will accrue to the Seller Parties under any of the Transaction Documents; (j) all assets, in each case properties, claims and rights (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, regardless of whether reflected on the books of Parent) that are not related to the Purchased Assets; (k) any fixed assets, leases or premises; (l) all other assets not expressly included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash);Purchased Assets; and (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (am) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets specifically set forth in Section 2.3(a)(xx) of the Seller Disclosure Letteron Schedule 2.2(k). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementthe Transaction Documents to the contrary, Purchaser all assets, properties, rights and the Purchaser Designated Affiliates are not purchasing or acquiring any interests of Seller Parent’s and its Affiliates of every kind and description, wherever located, real, personal or its Affiliates’ (including the Conveyed Subsidiaries’ mixed, tangible or their Subsidiaries’) rightintangible, title or interest not included in any assets, properties or rights other than the Purchased Assets (herein referred to as the “Excluded Assets”)) will not be sold, transferred, assigned, conveyed or delivered to Buyer, including: (ia) all assets constituting ownership interests ingoodwill generated by, or that are used or held for use inand associated with, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are good will associated with Trademarks transferred to Buyer is not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)an Excluded Asset; (ivb) the Dedicated Plant, together with all legal buildings, fixtures and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts improvements erected thereon and all other Contracts, sales orders, purchase orders, instruments appurtenant easements and other commitments, obligations rights and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating interests appurtenant thereto; (xiiic) all claims, defenses, causes of action, counterclaims boat and rights of set-off against third parties (engine inventory located at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1the Dedicated Plant; (xivd) all rights one of Seller Parent or any the two sets of its Affiliates Hammer X tooling (solely for claritythe purpose of building the Sea Ray Pachanga model), other thanincluding, from and after the Closingbut not limited to, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithplug/masters; (xve) all cash, bank accounts, bank deposits and cash equivalents of Seller; (f) all notes and accounts receivable (including all intercompany receivables owed to Seller by any Affiliate of Seller) generated by the Business prior to the close of business on the Closing Date, and any collateral or other security relating thereto and the proceeds thereof; (g) except as set forth in Section 2.1(o) and subject to Section 6.18Schedule 2.1(a), all current and prior insurance policies and all rights of any nature with respect theretocomputer, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoverieshardware, systems, networking or communications assets owned or leased by the Business; (xvih) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6)all of Seller’s rights, all assets claims or causes of action against third parties relating primarily to any Seller Group Plan Excluded Asset or Foreign Seller Group Plan that is not a Conveyed Subsidiary PlanExcluded Liability; (xviii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided insurance policies relating to the Business by Seller Parent and all claims, credits, causes of action or any of its Affiliates, rights thereunder and without limiting Seller Parent’s obligations under the Transition Services Agreementproceeds thereof; (xviiij) all third-party warranties, indemnities, further assurances books and similar covenants and guarantees records of the Business other than those identified as Purchased Assets in Section 2.12.1(f) and Section 2.1(g), including construction records and quality documentation for all boats produced by Seller; provided, however, the Seller shall provide Buyer (within a reasonable time after request by Buyer at Buyer’s expense, subject to Section 6.8 hereof) with copies of any records of the Business, reasonably required by Buyer or Parent to (i) comply with any Requirements of Laws, including, without limitation, securities law, rules and regulations or (ii) to assist Buyer or Parent to investigate, analyze or defend against any Third Party Claims or (iii) to assist Buyer to assert or defend rights to any of the Purchased Assets. (k) Seller’s rights arising under this Agreement and the other Transaction Documents or the transactions contemplated hereby or thereby; (xixl) all assetscontracts, properties agreements, commitments, purchase orders, licenses, leases and rights of any Person that are not Related other instruments, whether written or oral, related to the Business, including ,; (m) all assets, properties of Seller’s ERISA Plans and rights constituting ownership interests inother employee benefit plans and all assets held, or that are used or held for use inset aside to fund the obligations of Seller, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; andthereunder; (xxn) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return refunds of any Excluded Assets Tax for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash which Seller is liable pursuant to Section 2.9 to have occurred as 6.1; and, (o) all assets of 12:01 a.m. (New York time) on the Business sold or otherwise disposed of in the ordinary course of business during the period from the date of this Agreement until the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary in this Agreement, Purchaser the following assets of Sellers shall be retained by Sellers and the Purchaser Designated Affiliates are not purchasing being sold or acquiring assigned to any Purchaser hereunder (all of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than following are referred to collectively as the Purchased Assets (the “"Excluded Assets”), including:"): (i) the Carve Out Cash Amount and all assets constituting ownership interests in, or that are used or held for use in, rights of Sellers in and to the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1bank accounts containing such Carve Out Cash Amount; (ii) any and all Retained Real Propertyrights under this Agreement and avoidance Claims or causes of action arising under the Bankruptcy Code or applicable state Law, including all rights and avoidance Claims of Sellers arising under Chapter 5 of the Bankruptcy Code; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as all Owned Real Property of each Seller set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D);Schedule (iv) all legal and beneficial interest in the share capital or equity interest Facility Leases of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests each Seller set forth on Section 2.1(qSchedule 2.2(a)(iv) of (the Seller Disclosure Letter"Excluded Facility Leases"); (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which the equipment leases of each Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsset forth on Schedule 2.2(a)(v) (the "Excluded Equipment Leases"); (vi) all inventory Contracts of each Seller set forth on Schedule 2.2(a)(vi) (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products"Excluded Contracts"); (vii) all Employee Benefit Plans of each Seller other than the Retained Names and all other Intellectual Property that is not Business IPAssumed Employee Benefit Plans (the "Excluded Employee Benefit Plans"), including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as the Employee Benefit Plans set forth on Section 2.3(a)(viiSchedule 2.2(a)(vii) and, for avoidance of the Seller Disclosure Letterdoubt, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertyPension Plans; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations originals of any Seller's minute books and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Businessstock books; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and the equity securities or other Records, in each case not Related to ownership interest of the Business, and the Specified RecordsCompany or any U.S. Operating Subsidiary; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capitalrights, pre-payments, deposits and the Cash Equivalents included in the calculation of Final Business Net Cash)refunds under any Excluded Employee Benefit Plan; (xi) all Tax refunds, Tax credits or other Tax Assets Leasehold Improvements of the Sellers and any refund or credit against each Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset set forth on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation);Schedule (xii) to the extent related (in whole or in part) to the Excluded Assets, all Seller Combined Tax Returns insurance policies of Sellers and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries credits, refunds and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto;proceeds thereunder; and (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6assets listed on Schedule 2.2(a)(xiii), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementanything herein to the contrary, Purchaser and the Purchaser Designated Affiliates are Purchased Assets shall not purchasing or acquiring include any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties or and rights other than the Purchased Assets of Seller (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained FacilitiesCash, (A) any owned and leased furniturebank accounts, equipmentsecurities, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation assets of any such Seller, except for assets associated with Country Stampede and the Country Stampede Intellectual Property; (viiib) all Governmental AuthorizationsThe logo, including product registrationstradenames, manufacturing registrations trademarks, service marks, corporate names, and environmental permits, owned, used Internet domain names containing or licensed by Seller Parent or any consisting of its Affiliates the words JC Entertainment and not Related specifically relating to the BusinessCountry Stampede Intellectual Property; (ixc) all customer and vendor listsAll Contracts, all advertisingleases, marketing, sales and promotional materials, and business and financial records, books, and documents licenses and other Records, in each case not Related agreements to the Business, and the Specified Recordswhich Seller is a party unless specifically assumed herein with regard to Purchased Assets; (xd) all accounts receivable and other current assets and all cash and cash equivalentsAll inventories, checkshardware, money orderssupplies, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds work in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capitalprocess, and the Cash Equivalents included in the calculation of Final Business Net Cash)finished goods not relating to Purchased Assets; (xie) all Tax refundsThe financial records of Seller, Tax credits or except as expressly included herein pertaining to the Purchased Assets; (f) All hardware, software, intellectual property, and other Tax Assets business property of Seller exclusively relating to JC Entertainment and not used exclusively in conjunction with the Sellers Purchased Assets, and any refund or credit against other property of Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c)not utilized in connection with the Purchased Assets not specifically defined in Article 2, whether or not derived from the Business such property is reflected on Seller’s books and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation)records; (xiig) all Seller Combined Tax Returns and all Tax Returns The organizational documents of the Sellers or any of their Affiliates (other than Seller, including the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilitiesminute books, ownership ledgers, and in each case any books and other constituent records relating theretoto the organization of the Seller; (xiiih) The name, logo, and any tradenames, trademarks, service marks, corporate names, and Internet domain names of any and all claims, defenses, causes other assets of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether C▇▇▇▇▇▇▇▇▇▇ or inchoate▇▇▇▇▇, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarityentity in which C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is a member/shareholder/owner, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related exclusively related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Assets; and (xxi) Personal property, mementos, gifts, or the assets set forth in Section 2.3(a)(xx) like given to any owner, officer, employee, or agent of JC Entertainment relating to the Seller Disclosure LetterPurchased Assets, or any artist who performed over the years. (bj) Notwithstanding anything in this Agreement Contracts not assigned to the contrary but subject to Section 6.5(f)Buyer, prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no considerationwhich will be cancelled by Seller, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) set forth on the Closing DateSchedule 8(c).

Excluded Assets. (a) Notwithstanding any provision anything to the contrary set forth in this Agreement, Purchaser except for the assets and properties of the Business Companies that are transferred and conveyed indirectly to Buyer in the Share Sale (other than pursuant to ‎Section 2.02(l)) and the Purchaser Designated Affiliates Transferred Assets that are not purchasing or acquiring any transferred and conveyed to Buyer in the Asset Sale, Parent and the other Parent Entities shall retain all of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or and interest in any and to, and there shall be excluded from the Sale to Buyer hereunder, all the assets, properties or rights of Parent and the other than the Purchased Assets Parent Entities (collectively, the “Excluded Assets”). Solely for purpose of non-exhaustive illustration, includingthe Excluded Assets shall include: (ia) all assets constituting ownership interests inassets, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned properties and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest rights of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and Entity not Related to the Business; (ixb) all customer Cash and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related Cash Equivalents of Parent or another Parent Entity (except to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included extent reflected in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Closing Date Cash); (xic) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies of any Parent Entity and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, subject to ‎‎Section 5.17; (xvid) except all Intellectual Property other than the Company-Owned Intellectual Property and Intellectual Property Assets; (e) any rights, properties and assets used for the purpose of providing, or that otherwise consist of, Overhead and Shared Services and, other than as expressly set forth provided in this Agreement the TSA, any rights of the Business to receive any Overhead and Shared Services from any Parent Entity; (f) all Tax assets (including Section 2.1(pduty and Tax refunds and prepayments) and Section 6.6), all of any Parent Entity; (g) any assets of or relating to any Seller Group Benefit Plan (other than any assets of or Foreign Seller Group relating to any Benefit Plan to the extent transferred pursuant to ‎Section 5.06); (h) all Shared Contracts; (i) all credits, prepaid expenses, deferred charges, advance payments, refunds, security deposits, prepaid items and duties, to the extent related to any asset that is not a Conveyed Subsidiary PlanTransferred Asset; (xviij) all corporate-level services Intracompany Receivables; (but not k) any and all accounts and notes receivable of Parent or another Parent Entity (other than accounts receivable referred to in ‎Section 2.01(b)(xii)); (l) the assets related to such services to the extent such assets are Purchased Assetslisted on ‎Section 2.02(l) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Disclosure Schedule; and (xxm) the assets set forth in Section 2.3(a)(xx) all rights of the Seller Disclosure Letter. (b) Notwithstanding anything in Parent and its Affiliates under, and all consideration received by Parent and its Affiliates pursuant to, this Agreement or any other Transaction Document, subject to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries terms hereof and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Datethereof.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any following excluded assets of Seller Parent’s or its Affiliates’ the Sellers (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), includingwithout duplication, 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) the Pension Plan; (b) the related-party receivables (including excess tax distributions and management fees, and other such receivables between Sellers and D▇▇▇▇ Family Enterprises, LLC) of the Sellers; (c) all Trade Accounts Receivable of the Sellers that are aged more than 12 months at the Effective Date (the “Aged Receivables”); (d) all minute books, stock records, and corporate seals of the Sellers; (e) the shares of equity securities and partnership interests of the Sellers; (f) all insurance policies and rights thereunder (except for the Kaiser medical insurance policy included in the Acquired Assets and any other policies to the extent so provided in Section 4.20); (g) all of the agreements, contracts, leases, consensual obligations, promises or undertakings of the Sellers other than the Assumed Seller Contracts, with such other contracts being listed in Section 2.2(g) of the Disclosure Letter; (h) all personnel records and other records that the Sellers are required by law or need to retain in their possession; (i) all assets constituting ownership interests in, or that are used or held claims for use in, the Retained Businesses, refund of Taxes and other than those assets identified as Purchased Assets in clauses (a) through (s) governmental charges of Section 2.1whatever nature; (iij) all Retained rights in connection with and assets of the Employee Benefit Plans; (k) all rights of the Sellers under this Agreement; (l) personal items of the employees, shareholders, partners, officers and directors of Sellers; (m) any monthly rental payments from the Investment Property received by Sellers prior to Closing and relating to periods prior to Closing; (n) the B▇▇▇▇ Agreement; (o) delinquent rent payable to Sellers, or either of them, in respect to Investment Real Property; (iii) (Ap) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on assets expressly designated in Section 2.1(d)(i)(B) 2.2 of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (vq) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any prorated portion (prorated as of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(viiEffective Date) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived card subsidy from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, American Express Company with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature Southern Saw’s payment arrangements with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1COSTCO Wholesale Corporation; and (xxr) the all assets set forth not enumerated in Section 2.3(a)(xx) of the Seller Disclosure Letter2.1. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in Purchaser acknowledges and agrees that it is not acquiring, pursuant to this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s the Ancillary Agreements or its Affiliates’ (including any of the Conveyed Subsidiaries’ or their Subsidiaries’) rightTransactions, any rights, title or interest in in, to or under any assetsasset that is not expressly included as a Purchased Asset (all such assets that are not expressly included as Purchased Assets, properties or rights other than the Purchased Assets (collectively, the “Excluded Assets”). Specifically, includingnotwithstanding anything in Section 2.1 to the contrary, neither Seller nor any of its Affiliates is contributing, and Purchaser is not acquiring, the following Excluded Assets: (ia) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) Cash and Investments of Section 2.1Seller; (iib) all Retained Real PropertyAccounts Receivable of Seller other than the Purchased Accounts Receivable; (iii) (Ac) the Retained Facilities, Excluded Inventory; (Ad) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as all Contracts of Seller set forth on Section 2.1(d)(i)(BSchedule 2.3(d) of (the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D“Excluded Contracts”); (ive) all legal Contracts between or among Seller and beneficial interest in any of its Affiliates or between or among Affiliates of Seller, whether arising before, on or after the share capital Closing Date (including any contracts, agreements or equity interest of commitments related to Shared Services) (each, an “Intercompany Contract” and collectively, the “Intercompany Contracts”); (f) other than any Assumed Contract, all Contracts under which a Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party provides assets, services, rights or by which any benefits with respect to the Purchased Assets or the Facility Operations and one or more other operations or businesses of Seller or its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as Affiliates set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their SubsidiariesSchedule 2.3(f) (other than each, a “Shared Contract” and collectively, the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash“Shared Contracts”); (xig) all Tax refundsof Seller’s and its Affiliates’ rights under any policies of insurance purchased by or on behalf of Seller or its Affiliates, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets benefits, proceeds or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time premium refunds payable or in any manner arising paid thereunder or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all rights to insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, whether arising before, on or after the Closing Date; (xvih) except as expressly set forth all books, records, files and papers prepared and maintained by Seller or any of its Affiliates other than the Facility Books, Documents and Records, in this Agreement each case, whether in hard copy or electronic format (including Section 2.1(p) and Section 6.6the “Excluded Records”), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; and further excluding (xviiclauses (i) through (vii), the “Specifically Excluded Records”): (i) all corporate-level services (but not the assets documentation, samples, and product and packaging specifications related to reagents, compounds and products, including batch records or any proprietary information related to such services reagents, compounds and products, (ii) all personnel, payroll and employment records, (iii) any books, records, files and papers relating to the extent such assets are Purchased AssetsTaxes (including Tax Returns) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviiiiv) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Businessstandard operating procedures, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) any description of the Seller Disclosure Letter. steps used to manufacture reagents, compounds and products, (bv) Notwithstanding anything financial information, (vi) books, records, files and papers prepared in this Agreement to connection with the contrary but subject to Section 6.5(f)Transactions, prior to the Closingincluding bids, Seller Parent shall use commercially reasonable efforts to take (or cause one or more letters of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets intent and expressions of interest received from the Conveyed Subsidiaries other Persons and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact analyses relating to the Purchased Assets or the Business. After Facility Operations and (vii) any attorney work product, attorney-client communications and other items protected by attorney-client privilege; (i) (i) other than the Closing DateTransferred Governmental Authorizations, all Governmental Authorizations of Seller or any of its Affiliates and (ii) all Transferred Governmental Authorizations that are not transferable without the Parties shall continue consent of the applicable Governmental Authority and with respect to use commercially reasonable efforts which such required consent is not obtained; (j) all (i) Tax attributes of Seller and (ii) rights to take receive refunds or credits with respect to any and all actions Taxes that constitute Excluded Liabilities; (k) any rights, claims and shall cause their credits of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability, including any such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability; (including l) all Intellectual Property not expressly included in the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3Purchased Assets, including the return of Intellectual Property set forth on Schedule 2.3(l); (m) all IT Assets and Software not included in the Transferred Business Systems or not included in the Assumed Contracts (the “Excluded Business Systems”); and (n) any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after other assets, properties or rights not expressly included in the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DatePurchased Assets.

Excluded Assets. (a) Notwithstanding any provision in this AgreementOther than the Purchased Assets, Purchaser the Parties expressly understand and agree that the Purchaser Designated Affiliates are Buyer is not purchasing or acquiring acquiring, and the Sellers are not selling or assigning, any other assets or properties of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightSellers, title or interest in any assets, and all such other assets and properties or rights other than shall be excluded from the Purchased Assets (the “Excluded Assets”), including. Excluded Assets include the following assets and properties of the Sellers: (ia) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, intercompany receivables other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B2.1(d) of the Seller Confidential Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect . (b) all other accounts receivables of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), Sellers other than those equity interests set forth identified on Section 2.1(q2.1(d) of the Seller Confidential Disclosure Letter; (vc) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank accounts and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)Sellers; (xid) all assets relating to the Deferred Compensation Plans of the Sellers; (e) all Tax refunds, assets (including Tax credits or other Tax Assets of the Sellers refunds and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (aprepayments) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates for any period or relating to the Business, the Purchased Assets or the Excluded Liabilities for any taxable period (or portion thereof) ending on or prior to the Closing Date; (f) all Contracts other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoForgivable Notes; (xiiig) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1Intellectual Property; (xivh) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after fixed assets owned by the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithSellers; (xvi) all real property leases owned by the Sellers; (j) all insurance policies of the Sellers and all rights to applicable claims and proceeds thereunder; (k) all Records; and (l) except as set forth in Section 2.1(o) and subject to Section 6.182.1, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, Sellers’ books and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related torecords, the Retained Businessescorporate seals, in each case other than those assetsorganizational documents, properties or rights identified as Purchased Assets in clauses (a) through (s) minute books, stock books and Tax Returns, except for copies of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact Tax Returns relating solely to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateAssumed Liabilities.

Excluded Assets. It is expressly understood and agreed that, notwithstanding anything to the contrary set forth herein, the Assets shall not include the following (a) Notwithstanding any provision in this Agreementeach, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “an "Excluded Assets”), including:Asset"): (i) all assets constituting ownership of the Asset Sellers (including without limitation all rights, properties, claims, contracts, business, real property, leasehold interests inin real property, or equipment, machinery, vehicles, tools and other tangible personal property) that are used or held for use in, not utilized in the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Technical Services Business; (ii) the capital stock of (A) all Retained Real PropertySubsidiaries, (B) any other subsidiaries of the Seller, and (C) any subsidiaries of the Subsidiaries or any such other subsidiaries; (iii) (A) the Retained Facilitiescash and cash equivalents or similar type investments, (A) any owned and leased furniturebank accounts, equipmentcertificates of deposit, fixtures, machinery, supplies, spare parts, tools, tangible personal property Treasury bills and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(Bmarketable securities (including without limitation money market investments and other similar short-term investments) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Asset Sellers; (iv) all legal each Asset Seller's right, title and beneficial interest in and to the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their SubsidiariesContracts listed on Schedule 1.1(a)(v), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) subject to the provisions of Section 10.5(e), all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or rights of any of its Affiliates is a party or by which any of its or their propertiesthe Asset Sellers to insurance policies, assets or rights is subjectinsurance claims, in each case related refunds and proceeds other than Assumed Contractsthose relating exclusively to the Technical Services Business; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Productsrights which accrue or will accrue to the Asset Sellers under this Agreement; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed refunds of Pre-Closing Income Taxes (as defined in Section 2.9) payable to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertyAsset Seller; (viii) all Governmental Authorizationsassets of the Asset Sellers of every kind, including product registrationsnature, manufacturing registrations character and environmental permitsdescription located at, ownedor contained in, used or licensed by Seller Parent or any of its Affiliates and not Related to the BusinessSeller's offices located at 45 W▇▇▇▇▇▇ ▇▇▇▇▇▇, Wellesley, Massachusetts; (ix) all customer assets of EG&G Florida of every kind, nature, character and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, description utilized in each case not Related to connection with EG&G Florida's operation of the Business, and the Specified RecordsKenn▇▇▇ ▇▇▇iness; (x) all accounts receivable actions, claims, causes of action, rights of recovery, choses in action and other current assets and all cash and cash equivalentsrights of setoff of any kind arising before, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds on or after the Closing Date relating to the items set forth above in time and demand deposits this Section 1.1(b) or similar accounts of Seller Parent or to any of its Affiliates Excluded Liabilities (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, as defined in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSection 1.1(e)); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior subject to the Closingprovisions of Section 4.10, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement all right, title and taken into account interest of each Asset Seller in the calculation of (a) software and related license and service agreements associated with the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extentAsset Seller's electronic mail, with respect to clause (b), offsetting a Tax Liability payroll and human resource/management information systems described in such calculationSchedule 1.1(b)(xi); (xii) all right, title and interest of each Asset Seller Combined Tax Returns and all Tax Returns of in any corporate memberships not specifically related to the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto;Technical Services Business; and (xiii) all claimsright, defenses, causes of action, counterclaims title and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) interest of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested amounts advanced by the other Party Seller to effect EC III, Inc. (the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date"EC III Loan").

Excluded Assets. Notwithstanding Section 2.1, the Parties acknowledge and agree that Seller is not selling, conveying, transferring, delivering or assigning to Buyer any rights whatsoever to those Assets described below or specifically listed on Schedule 2.2 (a) Notwithstanding any provision in this Agreementcollectively, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), includingin each case, wherever located or by whomever possessed, and Buyer is not purchasing, taking delivery of or acquiring from or through Seller any rights whatsoever in or to the Excluded Assets from Seller, which shall include the following Assets: (a) all Assets of Seller not relating to, used in, or necessary for the operation of the Biologics SBU or the development, manufacture, distribution, marketing or sale of the Products, other than as described in Sections 2.1(b), 2.1(c) and 2.1(e), including the Excluded Real Property and the Excluded Products; (b) the Excluded Corporate Shared Services Assets; (c) the Excluded Intellectual Property, other than the rights to use certain Seller Marks for the transition period pursuant to the provisions of Sections 6.7(a), 8.3 and 8.5; (d) all cash, cash equivalents, accounts, securities, notes receivable and chattel paper of Seller or any of its Affiliates; (e) all Accounts Receivable arising before the Effective Time (except Accounts Receivable, if any, for work in progress, partially billed products, or open purchase orders relating to the Products or the Biologics SBU); (f) any refund or credit of Taxes attributable to any Excluded Tax Liability; (g) all insurance policies of Seller; (h) all rights, claims and credits of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Excluded Liability; (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems rights of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsunder this Agreement and the Other Agreements; (vij) all inventory (including all raw material inventoryrights, work-in-process inventory, spare parts inventory claims and finished products inventory) other than the Inventory and any samples credits of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related arising under, in connection with, or relating to the PhosLo APA or the “PhosLo Business” as defined therein, or the Inhibitex Arbitration; (ixk) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified RecordsRetained Information; (xl) all accounts receivable tax attributes, tax credits and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates tax refunds of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c)Seller, whether or not derived from the Business and whether or not existing prior attributable to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns ownership of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxm) (i) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (Shared Use Assets not split or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash segregated pursuant to Section 2.9 6.7(d), (ii) to have occurred as the extent split or segregated pursuant to Section 6.7(d), the split or segregated portion of 12:01 a.m. any Seller Shared Use Asset agreed by the Parties to be owned or held by Seller after the Effective Time, and (New York timeiii) on to the Closing Dateextent split or segregated pursuant to Section 6.7(d), the split or segregated portion of any Buyer Shared Use Asset agreed by the Parties to be owned or held by Seller after the Effective Time.

Excluded Assets. (a) Notwithstanding any provision in this AgreementSection 2.1 to the contrary, Purchaser Seller Parties will retain ownership of, and the Purchaser Designated Affiliates are Acquired Assets shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ include, the following assets (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”): (a) Any asset of Parent or LendingTree other than as listed in subsection (n) of Schedule 2.1; (b) Except as provided in Sections 2.1(a), including:2.1(f) and 2.1(j), all cash, cash equivalents, short term investments and accounts receivable of Sellers or the Subsidiaries; (c) All amounts held by Sellers in impound or escrow accounts in respect of any Mortgage Loans that are not transferred to Buyer; (d) All bank accounts of each Seller; (e) All Mortgage Loans (other than those portfolio loans listed in subsection (i) of Schedule 2.1); (f) Sellers’ warehouse lines of credit, Investor Commitments, hedging arrangements (including dealer agreements, but not including the hedging instruments described in Section 2.1(a)) and Contracts related to the foregoing; (g) All Contracts of Seller Parties and their Affiliates other than Assumed Contracts and Assumed Office Leases; (h) All Benefit Plans of Seller Parties and their Affiliates; (i) all Any assets constituting ownership interests in, or that which are used or held for use in, “plan assets” (within the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (smeaning of ERISA) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest Benefit Plan of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers Party or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services policy to the extent such assets are Purchased Assets) policy provides benefits under any Benefit Plan of the type currently provided to the Business by any Seller Parent Party or any of its their Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviiij) all third-party warranties, indemnities, further assurances All personnel records and similar covenants and guarantees files maintained by Seller Parties or any of their Affiliates with respect to employees other than those identified as Purchased Assets in Section 2.1the Hired Employees; (xixk) all assets, properties All insurance policies of Sellers; (l) All Licenses of Sellers; (m) The Organizational Documents and rights Tax Returns of any Person that are not Related each Seller; (n) All attorney-client privileged materials to the Business, including all assets, properties extent about the Transactions and subject to the attorney-client privilege; (o) Sellers’ rights constituting ownership interests in, under any Transaction Document; (p) All real property owned by Sellers or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Subsidiaries; and (xxq) the The other assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letteron Schedule 2.2(q). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this AgreementOther than the Purchased Assets subject to Section 2.01, Purchaser Buyer expressly understands and the Purchaser Designated Affiliates are agrees that it is not purchasing or acquiring acquiring, and the Seller Parties are not selling or assigning, any other assets or properties of the Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightParties, title or interest in any assets, and all such assets and properties or rights other than listed below shall be excluded from the Purchased Assets (the “Excluded Assets”), including. Excluded Assets are the following assets and properties of the Seller Parties: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checksbank accounts and securities of the Seller Parties (other than the equity interests in the Singapore Subsidiary and the Delaware Subsidiary); (i) the first accounts or notes receivable of the Business collected after the Closing by the Seller Parties, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries Buyer or any of their Subsidiariesrespective Affiliates in an aggregate amount equal to the Net Working Capital Adjustment Amount, as set forth on the Estimated Closing Statement (“Excluded Business Accounts Receivable”), and (ii) all accounts or notes receivable of the businesses of the Seller Parties other than the Business; (c) all Contracts that are not Assigned Contracts; (d) all Intellectual Property of the Seller Parties other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns and related records and workpapers, books of account or other records having to do with the corporate organization of the Seller Parties (other than the accounts receivable Singapore Subsidiary and the Delaware Subsidiary), all employee-related or employee benefit-related files or records, other assetsthan personnel files of Transferred Employees, in each case included in and any other books and records which the calculation Seller Parties are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (f) all insurance policies of the Final Business Working Capital, Seller Parties and the Cash Equivalents included all rights to applicable claims and proceeds thereunder except as set forth in the calculation of Final Business Net CashSection 2.01(i); (xig) all Benefit Plans and trusts or other assets attributable thereto; (h) all Tax refundsAssets (including duty and Tax credits, Tax credits or other Tax Assets refunds and prepayments of Taxes) of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers Parties or any of their Affiliates (other than the Conveyed Subsidiaries Singapore Subsidiary and their Subsidiariesthe Delaware Subsidiary) that do not relate solely (notwithstanding the foregoing, any Tax credit, Tax refund, prepayment or overpayment of Taxes of the Singapore Subsidiary or the Delaware Subsidiary for any period or portion thereof ending on or prior to Purchased Assets the Closing Date, determined as provided in Section 6.12, shall be an Excluded Asset hereunder and Buyer and its Affiliates shall cause the amount of any such Tax credit, Tax refund, prepayment or Assumed Liabilities, and in each case overpayment of Taxes received or paid by the Singapore Subsidiary or the Delaware Subsidiary (together with the amount of any books and records relating theretointerest thereon) for any such period to be promptly delivered to Parent); (xiiii) all claims, defenses, causes of rights to any action, counterclaims and rights suit or claim of set-off against third parties (at any time nature available to or in any manner arising or existingbeing pursued by the Seller Parties, whether ▇▇▇▇▇▇ arising by way of counterclaim or inchoateotherwise, known to the extent relating to any Excluded Asset or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1any Liability that is not an Assumed Liability; (xivj) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights listed on Section 2.02(j) of the Disclosure Schedules; (k) all securities or other equity interests of any Person that are not Related owned or held by the Seller Parties other than the Singapore Subsidiary and the Delaware Subsidiary; (i) all attorney-client privilege and attorney work-product protection of the Seller Parties or associated with the Business as a result of legal counsel representing the Seller Parties in connection with the transactions contemplated by this Agreement or any of the Transaction Documents, (ii) all documents subject to the Business, including all assets, properties and rights constituting ownership interests in, attorney-client privilege or that are used or held for use in, or related to, the Retained Businesses, work-product protection described in each case other than those assets, properties or rights identified as Purchased Assets in clauses clause (a) through (si) of Section 2.1this paragraph, and (iii) all documents maintained by the Seller Parties in connection with the transactions contemplated by this Agreement or any of the Transaction Documents; and (xxm) the assets set forth in Section 2.3(a)(xx) of rights which accrue or will accrue to the Seller Disclosure LetterParties under the Transaction Documents. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (aNotwithstanding anything in Section 2.01(a) Notwithstanding any provision in this Agreementto the contrary, Purchaser Buyer shall not purchase, and the Purchaser Designated Affiliates are Assets shall not purchasing or acquiring include, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or and interest in or to any assets, properties or rights other than of the Purchased Assets following assets (the “"Excluded Assets”), including:"): (i) all assets constituting ownership interests incash and cash equivalents, or that are used or held for use in, the Retained Businesses, securities (other than those assets identified as Purchased Assets the Interests) and negotiable instruments on hand, in clauses (a) through (s) of Section 2.1lock boxes, in financial institutions or elsewhere, including any cash residing in any collateral cash account securing any obligation or contingent obligation; (ii) all Retained Real Propertyintercompany receivables between Parent and any of its Affiliates, or between any Affiliate of Parent and any other Affiliate of Parent, all accounts, notes and other receivables resulting from sales prior to the Closing Date by Parent or its Affiliates of products to the extent generated by the Businesses, whether current or non-current; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as otherwise expressly set forth on in this Agreement or the Ancillary Agreements including in Section 2.1(d)(i)(B2.01(a) hereof, the ownership right in any property or asset (other than Intellectual Property), including Contracts, that is used in the Businesses, but is used primarily in businesses of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and Businesses (A) any leases relating to the assets described in the foregoing clauses (B) through (Da "Shared Asset(s)"); (iv) all legal real property of Parent and beneficial its Affiliates (including any of Parent's or its Affiliates' right, title and interest in as a tenant or otherwise and the share capital or equity interest of any Person other than Real Property contemplated to be leased to Buyer under the Conveyed Subsidiaries (and their SubsidiariesLease Agreement), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure LetterOwned Business Real Property; (v) all Shared Contracts the EVAR Business, the PCBA Business, the Peripheral Intervention Business, the Embolic Beads Business and all other Contracts, sales orders, purchase orders, instruments businesses of Parent and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsthe Businesses (collectively, the "Excluded Businesses"); (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventorysubject to Section 5.06(c) other than the Inventory and any samples of Productslicense granted in accordance therewith, the Licensed Marks; (vii) the Retained Names all rights or interests of a Transferred Subsidiary in, and all other Intellectual Property that is not Business IPassets of, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertyParent Plans; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller the Parent or any of its Affiliates and not Related to the BusinessRetained Intellectual Property; (ix) all customer Parent's and vendor listsits Affiliates' investments in, all advertisingor joint ventures or any other partnerships with, marketingother third-party businesses (equity, sales and promotional materialsdebt or otherwise), and business and financial records, books, and documents and other Records, in each case whether or not Related related to the BusinessBusinesses (collectively, and "Parent Investments"), including those listed on Section 2.01(c)(ix) of the Specified RecordsSeller Disclosure Schedule; (x) all accounts receivable rights of Parent and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in Transferred Subsidiaries) arising under this Agreement or from the calculation consummation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)transactions contemplated hereby; (xi) all Tax refundsany claim, Tax credits right or interest of the Parent and any Transferred Subsidiary in or to any refund, credit or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified recovery for Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a any Pre-Closing Tax Liability in such calculation);Period; and (xii) all Seller Combined Tax Returns any right, title and all Tax Returns interest in or to any of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect assets including Contracts related thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including listed on Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx2.01(c)(xii) of the Seller Disclosure LetterSchedule. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. The following are collectively referred to as the --------------- "Excluded Assets" and are not included in the Assets: --------------- (a) Notwithstanding all Communications Facilities (as defined in the Sublease), including but not limited to AirTouch's Improvements and Communications Equipment (each as defined in the Sublease); (b) the Reserved Space as described in the Sublease, including without limitation all space at a Tower Site occupied by AirTouch's Improvements and Communications Equipment (each as defined in the Sublease) and non-exclusive use of all real estate interests (including fee and leasehold interests, licenses, rights-of-way and easements) on which switch equipment and associated loading docks, patios, offices and parking lots of Sublessors or their Affiliates is located or necessary to such equipment's operation; (c) any provision in this Agreementequipment or transmission systems used by AirTouch, Purchaser and the Purchaser Designated Affiliates are not purchasing any other Sublessor or acquiring any of Seller Parent’s Sublessors' Affiliates for the remote monitoring of the Towers; (d) all Intellectual Property of Sublessors or its Affiliates’ any Affiliate of Sublessors, other than plans and specifications of the Towers and data (including in electronic or machine-readable form) relating to third party tenants and lessors with respect to the Conveyed Subsidiaries’ or their Subsidiaries’Towers; (e) right, title or interest in any assets, properties or rights, including Contracts, that are not exclusively Assets; (f) all rights that accrue or will accrue to, and all rights retained by and/or granted to, Sublessors under this Agreement, the Sublease or any of the other than Transaction Documents, including the Purchased Assets consideration paid or to be paid to Sublessors hereunder; (g) any claims or rights against third parties except to the “Excluded extent such claims or rights relate to the Assets”), including:; (h) assets of any Employee Plan or employee benefit arrangement; (i) all the assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets specified in clauses (a) through (s) of Section 2.1SCHEDULE 1.14; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (Aj) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and assets specified in any personal computers and vehicles of the Annexes or included within the definition of Assets herein that are not primarily used owned or leased by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits partnership or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to entity which Seller Parent is entitled pursuant to Section 6.5(c), whether or listed on EXHIBIT B hereto but does not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as become an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Other Entity; and (xxk) any Tower Sites (and all Towers, Tower Related Assets and other assets and rights associated with such Tower Sites) excluded from the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement Assets or excluded from becoming subject to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash Sublease pursuant to Section 2.9 2.2 (Restricted Items) hereof, or which are to have occurred as of 12:01 a.m. (New York time) on remain the Closing Dateproperty of, or are to be for the benefit of, any Sublessor pursuant to the Sublease.

Excluded Assets. (a) Notwithstanding any provision in this Agreementthe provisions of Section 1.1 above, Purchaser the following assets and the Purchaser Designated Affiliates properties are to be retained by Seller and shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased constitute Acquired Assets (collectively, the “Excluded Assets”), including: ): (ia) all assets constituting ownership interests inreal property, buildings, structures and improvements thereon, whether owned or that are used or held for use inleased by Seller, all fixtures and fittings attached thereto, but not including any of the Retained BusinessesTangible Assets, and all security deposits with respect to any leased properties other than those assets identified as Purchased Assets explicitly included in clauses the Acquired Assets; (a) through (s) of Section 2.1; (iib) all Retained Real Property; (iii) (A) the Retained Facilitiesright, (A) any owned title and leased furnitureinterest in, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property to and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) under all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related assets or properties is otherwise subject to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (bound other than the accounts receivable and Assigned Contracts; (c) all capital stock or other assetsequity interest in Seller or any Subsidiary, in each case included in the calculation of the Final Business Working CapitalAffiliate or other Person, and the Cash Equivalents included in the calculation of Final Business Net Cash); all options, warrants or other rights to acquire such capital stock or other equity; (xid) all Tax refundsright, Tax credits title and interest to any vehicles owned, leased or other Tax Assets of used by the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of Seller; (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xiie) all Seller Combined Tax Returns right, title and interest to all Tax Returns insurance policies of the Sellers or any Seller; (f) all minute books and stock records of their Affiliates Seller; (g) all personnel records of all employees other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; Transferred Employees; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xivh) all rights of Seller and Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement and the Related Agreements or arising from the Ancillary Agreements consummation of the transactions contemplated hereby or thereby; (i) all Employee Benefit Plans; (j) the Southborough Lease; (k) all bank and any documents delivered brokerage accounts of Seller; (l) all Tax records of Seller; (m) all rights, claims or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights credits of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect Seller relating to any such insurance recoveries; Excluded Asset or Excluded Liability; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviin) all corporate-level services cash; and (but not the assets related to such services to the extent such assets are Purchased Assetso) all inventory of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the UAV Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision anything to the contrary contained in this Agreement, Purchaser all of the assets and properties of Seller and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other Asset Contributors other than the Purchased Contributed Assets (the “Excluded Assets”)) shall be retained and shall not be conveyed hereunder. Without limiting the foregoing, includingthe following assets shall be excluded from the Contributed Assets: (i) all assets constituting ownership interests in, or that are used cash and cash equivalents on hand or held for use in, the Retained Businessesby any bank or other third Person, other than those assets identified as Purchased Assets cash and cash equivalents reflected on the Closing Date Balance Sheet or included in clauses (a) through (s) of Section 2.1Closing Date Working Capital; (ii) all Retained of the Asset Contributors’ right, title and interest in owned and leased real property and other interests in real property, including the Owned Real PropertyProperty (subject to the terms of the Real Property Leases), and all such right, title and interest under each real property lease pursuant to which any of the Asset Contributors leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iii) all Intellectual Property owned by the Asset Contributors other than the Transferred Trademarks, Transferred Domain Names and Transferred Patent Rights, including (A) the Retained Facilities, (A) any owned all Trademarks and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related Domain Names to the Business, except as set forth on Section 2.1(d)(i)(B) of extent such Trademarks and Domain Names incorporate the Seller Disclosure Letter, name “West” or any variation thereof and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (Dthe Intellectual Property set forth in Schedule 2.2(b)(iii); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o8.3, the Plans and other employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements) sponsored or maintained by the Asset Contributors or their respective ERISA Affiliates, and any trusts and other assets related thereto; (v) all policies of or agreements for insurance and interests in insurance pools and programs; (vi) all causes of action (including counterclaims) and subject defenses against third parties relating to Section 6.18any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (vii) all current books and prior insurance policies records of the Seller Group other than those book and records included in the Contributed Assets; (viii) all rights records and reports prepared or received by Seller or any of any nature its Affiliates to the extent in connection with respect theretothe sale of the Business and the transactions contemplated hereby, including all insurance recoveries thereunder and rights analyses relating to assert claims with respect to any such insurance recoveriesthe Business or Buyer so prepared or received; (xviix) except as expressly set forth in this Agreement (including for the assets included pursuant to Section 2.1(p) and Section 6.62.2(a)(i), all assets of any Seller Group Plan not related exclusively to, or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliatesexclusively used in, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assetsthose assets to be conveyed by a Company Group Member to another Affiliate of Seller pursuant to Section 7.4; (x) any Commingled Contracts, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, which will be treated in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of accordance with Section 2.18.12(a); and (xxxi) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterSchedule 2.2(b)(xi). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. agrees that the following assets, properties and rights (the "Excluded Assets") are excluded from, and shall not be counted among, the Purchased Assets: (a) Notwithstanding any provision in this Agreementall of the Seller's cash, Purchaser negotiable securities, letters of credit, bonds and cash equivalents (whether or not Attributable to the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”RPD Business), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1▇▇▇▇▇ Cash; (iib) all Retained Real Intellectual Property which is not RPD Intellectual Property; (c) the Ionia Facility and the Ionia Facility permits being retained by Seller as described on Exhibit A to Section 3.09 of the Seller Disclosure Schedule; (d) (i) the ▇▇▇▇▇▇ Facility, (ii) the CTC Facility, (iii) (A) the Retained FacilitiesFarmington Hills Facility, (Aiv) any owned and leased furnitureall machinery, tooling, dies, equipment, fixturesfurniture, machineryoffice equipment, communications equipment, vehicles, spare and replacement parts and other similar tangible personal property and all raw materials, work-in-process, finished goods, supplies, spare parts, tools, tangible personal property samples and other tangible property located stores used or held for use at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ Facility, the CTC Facility, or inchoatethe Farmington Hills Facility except for the ▇▇▇▇▇▇ RPD Equipment, known or unknownthe ▇▇▇▇▇▇ RPD Inventory and the Farmington Hills RPD Equipment, contingent or non-contingentand (v) other than those identified as Purchased Assets in Section 2.1The GenCorp Master Lease with GE Capital and all cars leased thereunder.; (xive) The names and trademarks "GenCorp", and "GenCorp Automotive" and related trademarks, corporate names, and trade names incorporating "GenCorp", and all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after stylized logos incorporating the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithname "GenCorp"; (xvf) except as set forth in Section 2.1(o) and subject to Section 6.18All rights, all current and prior insurance policies and all claims, credits, causes of action, rights of any nature with respect theretoset off, including all insurance recoveries thereunder indemnity rights, refunds, rebates, defenses and rights warranty and other claims against third parties, whether accrued or to assert claims with respect accrue, to the extent relating to any such insurance recoveriesExcluded Assets or to any liability or obligation of Seller which is not an Assumed Liability; (xvig) except as expressly set forth All deposits, prepaid charges and advance payments to the extent relating to Excluded Assets or to any liability or obligation of Seller which is not an Assumed Liability; (h) All rights or claims to Tax refunds and all Tax benefits; (i) all policies of insurance and claims and rights under such policies of insurance; (j) Any item described in this Agreement (including Section 2.1(p2.01(1) which is subject to attorney client privilege and copies of any of the items described in 2.01(1) and Section 6.6), all books and records pertaining to Seller's employee benefit plans; (k) All employee benefit plans and any assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plansuch plans; (xviil) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its AffiliatesAll bank checks, bank accounts, safety deposit boxes, lock boxes and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances agreements with banks and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1financial institutions; and (xxm) the assets set forth in Section 2.3(a)(xx) All of the Seller Disclosure Letter. (b) Notwithstanding anything in Seller's rights under this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (and any other agreement or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined instrument delivered by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Dateconnection herewith.

Excluded Assets. The Weider Assets shall not include (aand Sellers shall retain all rights in) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any assets of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights Sellers other than the Purchased Weider Assets (the “Excluded Assets”). Without limiting the generality of the foregoing, includingthe Excluded Assets shall include, and Buyer acknowledges that there shall be excluded from the Weider Assets, the following: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through Sellers’ and their subsidiaries’ (sexcluding the International Subsidiaries) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilitiescorporate books and records, (A) any owned and leased furnituretax records, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property work papers and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, books and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiariesrecords, other than the Business IT Systems Weider Books and Records; (Ab) any leases relating Weider Books and Records that Sellers are required by Applicable Laws to retain; (c) all human resources and other employee-related files and records related to non-Weider Employees and, to the assets described in extent required by Applicable Law, Weider Employees; (d) all software, software systems, databases and database systems, whether owned, leased or licensed by Sellers except those listed on Schedule 2.2(b) (excluding those owned exclusively by the foregoing clauses (B) through (DInternational Subsidiaries); (ive) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries)computers, other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contractsprinters, sales ordersphotocopiers, purchase orders, instruments and other commitments, obligations and arrangements to which similar tangible personal property owned by any Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth except those listed on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their SubsidiariesSchedule 2.2(j) (other than excluding those owned exclusively by the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashInternational Subsidiaries); (xif) all Tax refunds, Tax credits any insurance policies of Sellers or other Tax Assets of its Subsidiaries (excluding the Sellers and any refund International Subsidiaries) or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether rights thereunder or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation)proceeds thereof; (xiig) all Seller Combined Tax Returns guarantees, warranties, indemnities and all Tax Returns similar rights in favor of the Sellers or any of their Affiliates to the extent relating to (i) any other Excluded Asset, (ii) any Excluded Liability or (iii) any matter to the extent Sellers indemnify Buyer pursuant to Article X hereof; (h) any interest in or right to any refund of Taxes of Sellers or their subsidiaries for any period, and any interest in or right to any refund of Taxes relating to the Weider Assets (other than refunds of Taxes to any International Subsidiary), the Conveyed Subsidiaries and their SubsidiariesWeider Branded Business or the Weider Liabilities for, or applicable to, any taxable period (or portion thereof) that do not relate solely ending on or prior to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretothe Effective Date (a “Pre-Effective Tax Period”); (xiiii) all claims, defenses, causes any other assets of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1Sellers listed on Schedule 2.3(i); (xivj) all rights of Seller Parent or any of its Affiliates Contracts listed on Schedule 2.3(j) (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6“Excluded Contracts”), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxk) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement all intellectual property rights not related exclusively to the contrary but subject Weider Branded Business, including, without limitation, related to Section 6.5(f)Sellers’ Schiff, prior to the ClosingTiger’s Milk, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries Multipower and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateMultaben branded products.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any All assets, properties properties, rights, contracts and claims, wherever located, whether tangible or rights other than intangible, real or personal, of the Asset Sellers not included in the definition of Purchased Assets (collectively, the “"Excluded Assets”)") will not be sold, assigned, transferred or delivered to Purchaser or the Subsidiary Purchasers, including: (ia) all assets constituting ownership All cash, cash equivalents, marketable securities and similar investments, bank accounts, lockboxes and deposits, and any rights or interests in, to, or that are used or held for use in, with the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) cash management system of Section 2.1the Asset Sellers; (iib) all Retained Real PropertyAll Excluded Receivables; (iiic) (A) the Retained Facilities, (A) All intercompany receivables owed to any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities Asset Seller by Seller or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems Subsidiary of Seller Parent and its Subsidiaries, (other than the Business IT Systems Acquired Companies and (A) any leases relating except to the assets described in extent any such receivables are included on the foregoing clauses (B) through (DUnaudited Balance Sheet); (ivd) all legal and beneficial interest in All rights of the share capital or equity interest of Asset Sellers under any Person Contract other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of Contracts included in the Seller Disclosure LetterPurchased Assets; (ve) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other All Intellectual Property that is not Business IPincluded in the Purchased Assets, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) all rights of the Seller Disclosure LetterAsset Sellers to use the "Newell Rubbermaid Inc." trade name or trademark, and including the right to ▇or any par▇ ▇▇ and recover and retain damages for pastderivation thereof, present and future infringement together with all goodwill associated therewith, represented thereby or misappropriation or pertaining thereto; (f) All real property, including any other violation of any such Intellectual Closed Property; (viiig) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, All assets used or licensed in connection with the centralized management functions provided by Seller Parent or any of its Affiliates and not Related to the BusinessSeller; (ixh) all customer and vendor listsAll refunds of or credits with respect to any Excluded Tax, all advertisingas further described in SECTION 10.3(a), marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related plus any interest paid by the relevant taxing authority with respect to the Business, and the Specified Recordssuch refund or credit; (xi) all accounts receivable All Employee Benefit Plans and any trusts, insurance arrangements or other current assets and all cash and cash equivalentsheld pursuant to, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts set aside to fund the obligations of Seller Parent or its Subsidiaries under, any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (such Employee Benefit Plans, other than the accounts receivable as provided in SECTIONS 7.3 and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash7.4(b); (xij) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior All insurance policies and all rights of any the Asset Sellers of every nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any description under or arising out of such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1policies; and (xxk) the The assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letterlisted on SCHEDULE 1.3(k). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser Seller is not selling and the Purchaser Designated Affiliates are Buyer is not purchasing or acquiring any of Seller Parent’s or its Affiliates’ assuming obligations with respect to the following (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including:): (i1) all assets constituting ownership interests in, or Seller’s corporate and fiscal records and other records that Seller is required by law to retain in its possession and that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets not included in clauses (aSection 1.1(4) through (s) of Section 2.1above; (ii2) all Retained Real PropertyAll accounts not included in Section 1.1(8) above, notes and other receivables, specifically including but not limited to, promissory notes from residents and accounts receivable for services provided to residents at the Facility prior to the Closing, including those from non-governmental third party payors and those from governmental third-party, including Medicare and Medicaid; (iii3) (A) the Retained FacilitiesAll cash, (A) any owned cash equivalents, cash deposits and leased furnitureescrows, equipmentbank accounts, fixturesmoney market accounts, machineryother accounts, supplies, spare parts, tools, tangible personal property certificates of deposit and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems investments of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Facility’s ▇▇▇▇▇ cash; (iv4) all legal Seller’s provider agreements with Medicaid or any other state governmental payor program and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Lettercorresponding provider numbers; (v5) all Shared All Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, not included in each case other than the Assumed Contracts; (vi6) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) Seller’s provider agreements with Medicaid or any other than the Inventory state governmental payor program and any samples of Productscorresponding provider numbers; (vii7) the Retained Names Rights to settlements and all other Intellectual Property that is not Business IPretroactive adjustments, including such Intellectual Property licensed to Purchaser if any, whether arising under an Ancillary Agreement a cost report of Seller or otherwise, and including as set forth for cost reporting periods ending on Section 2.3(a)(vii) or before the Closing Date, whether open or closed, arising from or against the United States government under the terms of the Seller Disclosure LetterMedicare program or the TRICARE, formerly Civilian Health and Medical Program of the Uniformed Services (“CHAMPUS”), or against the State of Kentucky under the Medicaid program, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or against any third party payor programs which settle upon a basis other violation of any such Intellectual Propertythan an individual claims basis; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations 8) All inventory and environmental permits, owned, used prepaid expenses disposed of or licensed by Seller Parent or any of its Affiliates and not Related exhausted prior to the BusinessClosing in the ordinary course of business; (ix9) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related Any records related solely to the Business, and the Specified RecordsExcluded Assets or Excluded Liabilities; (x10) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds Any records which Seller is required by law to retain in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)possession; (xi11) Any proprietary information of Seller, including without limitation that information contained in Seller’s employee or operations manuals, Seller’s third-party reimbursement systems and manuals and all Tax refunds, Tax credits or other Tax Assets information that does not pertain to the continuing operations of the Sellers and any refund or credit Facility; (12) Claims against Seller Indemnified Taxes third parties related to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing operation of the Facility prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii13) all Seller Combined Tax Returns and all Tax Returns of Rights to tax refunds or claims related to the Sellers Seller, the Facility or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely Assets for the periods ending prior to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoClosing; (xiii14) all claimsComputer software and programs which are licensed from third party providers and/or are proprietary to Seller, defensesincluding but not limited to, causes of action, counterclaims PointClickCare and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1billing programs; (xiv15) all rights Any reimbursement from Medicaid and Medicare as a result of any loss by Seller Parent or any on the disposal of its Affiliates (the Assets for clarity, other than, from purposes of Medicaid and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithMedicare reimbursement; (xv16) except as set forth in Section 2.1(o) Subject to Sections 5.5 and subject to Section 6.185.6, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan proceeds or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services equivalent relative to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx17) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterAny other items listed on Exhibit 1.2 attached hereto. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.2, the parties expressly understand and agree that the Purchased Assets shall not include, and neither Seller nor any of its Subsidiaries (other than an Acquired Company) is selling, assigning, transferring or conveying to Purchaser pursuant to Section 1.2 any right to or interest in, any of the following assets, properties, rights, Contracts and claims, whether tangible or intangible, real, personal or mixed (except with respect to assets sold, assigned, transferred or conveyed with the Acquired Companies) (collectively, the "EXCLUDED ASSETS"): (a) Notwithstanding any provision in this Agreementall cash, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checksbank deposits, money ordersinvestment accounts, marketable securities, short-term instruments, bank and other depositary accountslockboxes, certificates of deposit, time deposits, negotiable instruments, marketable securities and brokerage accounts, funds in time and demand deposits or similar accounts cash items, of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashAcquired Companies); (xib) all Tax refundssubject to Sections 1.2 and 10.1, Tax credits any Seller Employee Benefit Plan, any trusts, insurance arrangements or other Tax Assets assets held pursuant to, or set aside to fund the obligations of the Sellers and Seller or its Subsidiaries under, any refund or credit against such Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c)Employee Benefit Plan, whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books data and records relating thereto; (xiiior copies thereof) all claimsrequired to administer the benefits of Acquired Company Employees and Business Employees under any Seller Employee Benefit Plan and, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o1.4(a)(ii), the retention agreements with the Business Employees and Acquired Company Employees listed on Schedule 1.3(b) (the "RETENTION AGREEMENTS"); (c) any and all insurance policies, binders and claims and rights thereunder and the proceeds thereof and all prepaid insurance premiums; (d) subject to Section 6.187.7, all current of Seller's right, title and prior insurance policies and all rights interest in any name, Trademark, trade dress, internet address, trade name, service mark or logo, or any derivation of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to foregoing, togethe▇ ▇▇th all of the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests ingoodwill represented thereby, or that are used or held for use in, or related to, the Retained Businesses, pertaining thereto in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) listed on the Closing Date.Schedule 1.3

Excluded Assets. (a) Notwithstanding anything herein to the contrary, the Acquired Assets with respect to any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are Acquired Store or otherwise shall not purchasing or acquiring include any of Seller Parent’s or its Affiliates’ the following (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1any Seller’s rights under this Agreement and the other Transaction Documents; (iib) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letterotherwise expressly included as Acquired Assets, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, including checks, money orderscommercial paper, marketable securities, short-term instruments, bank and other depositary accountstreasury bills, certificates of deposit, time deposit and other bank deposits, negotiable instrumentssecurities, securities entitlements, instruments and brokerage other investments of Sellers and all bank accounts and securities accounts; (c) (i) all documents prepared in connection with this Agreement or the transactions contemplated hereby or thereby, funds or Primarily Relating to the Bankruptcy Case, all minute books, corporate records (such as stock registers), income Tax Returns, and organizational documents of Sellers and the Retained Subsidiaries and (ii) copies of all documents relating (but not Primarily Relating) to the Bankruptcy Case; (d) any Contract that is not an Assigned Agreement; (e) any interest in time or right to any refund, rebate or credit of Excluded Taxes; (f) all Claims and demand deposits or similar accounts Proceedings of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) Sellers (other than the accounts receivable and other assets, Claims described in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSection 3.1(m)); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (ag) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation)Excluded IP/IT; (xiih) all shares of capital stock or other equity interests of any Seller Combined Tax Returns or Retained Subsidiary or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Seller, Retained Subsidiary or any other Person; (i) all Excluded Inventory, all Excluded Equipment and all Tax Returns of the Sellers Excluded Improvements; (j) all Employee Plans, including any assets, trust agreements or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating funding Contracts related thereto; (xiiik) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1the Austin Excluded Assets; (xivl) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithaccounts receivable; (xvm) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesEquipment located at Sellers’ corporate headquarters; (xvin) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan;IP Licenses; and (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xixo) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case Sellers other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterAcquired Assets. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementanything to the contrary contained herein, Purchaser expressly understands and agrees that the Purchaser Designated following assets and properties of the Seller and its Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”” XE "Excluded Assets” \t “2.5” ) shall be retained by Seller and its Affiliates, and shall be excluded from the Purchased Assets, notwithstanding any other provision of this Agreement: (a) Any and all Cash Amounts; (b) Any and all equity interests in any Person, including each Seller Entity and any of its Affiliates; (c) Except as set forth in Section 2.4(f), including:any and all trade receivables (whether current or non-current) of the Business, including any and all billed receivables arising from the Specified Business Contracts, in each case as of the Effective Time in each applicable jurisdiction; (d) Any and all assets relating to, arising out of, or with respect to all Benefit Plans that are not Assumed Employment Agreements; (e) Any and all loans and advances, if any, by Seller or its Affiliates to any of their Affiliates; (f) Any and all Intellectual Property other than the Transferred IP (including the Seller Marks, and the Intellectual Property set forth in Section 2.5(f) of the Seller Disclosure Schedules); (g) Any and all IT Assets other than the Transferred IT Assets; (h) Any and all Contracts and portions of Contracts, other than the Specified Business Contracts and the Transferred Leases; (i) Except as expressly included in Section 2.4(c), any and all assets constituting ownership owned and leased real property and other interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1real property; (iij) Any and all Retained Real Propertyrefunds, overpayments, prepayments or credits of or against Excluded Business Taxes; (iiik) Other than the Books and Records specified in Section 2.4(k), any and all Books and Records; (Al) Except as expressly included in Section 2.4(l), all correspondence and documents in connection with the Retained Facilities, Sale Process; (Am) any owned Any and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property all insurance policies and other tangible property located at the Retained Facilities binders and interests in insurance pools and programs and self-insurance arrangements whether or not Related related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing, except as set forth in Section 5.9; (n) Any and all Permits, other than the Transferred Permits; (o) Any and all Retained Claims set forth on Section 2.1(d)(i)(B2.5(o) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Schedules; (p) All rights to receive the following services and benefits: (i) finance, accounting and payroll services, (ii) facilities management services (including environmental, health and safety), (iii) tax and treasury services (including banking, insurance, administration, taxation and internal audit), (iv) all executive and management services, (v) legal services, (vi) human resources services, (vii) risk management services and beneficial interest trade compliance services, (viii) group purchasing services, transportation and logistics services, (ix) corporate travel services, and (x) investor relations services, in each case, unless such services are provided in connection with the share capital Purchased Assets or equity interest of any Person other than Transferred Business Employees or pursuant to the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) terms of the Seller Disclosure LetterTransition Services Agreement; (vq) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all All rights of Seller Parent or any of and its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements Transaction Documents and any documents delivered or received in connection herewith or and therewith; (xvr) except as Except for any assets expressly included in the Purchased Assets, including those set forth in on Section 2.1(o) 2.4 of the Seller Disclosure Schedules, and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased an asset would be excluded from the definition of “Excluded Assets) ” by operation of the type currently provided to the Business by another subsection of this Section 2.5, any and all assets, business lines, properties, rights, Contracts and claims of Seller Parent or any of its Affiliates, wherever located, whether tangible or intangible, real, personal or mixed. The parties acknowledge and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of agree that neither Purchaser nor any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates will acquire or be permitted to take) such action as is necessaryretain any direct or indirect right, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries title and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result interest in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateAssets.

Excluded Assets. (a) Notwithstanding any other provision in this Agreement, Purchaser and Pfizer or any Affiliate thereof shall retain the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets following (the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Cash Equivalents; (iib) all Retained Real Propertyintercompany receivables; (iiic) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)all account receivables; (ivd) all legal Tax losses, Tax loss carry forwards and beneficial rights to receive refunds, credits and credit carry forwards with respect to any and all Taxes, to the extent attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date including, without limitation, interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letterthereon; (ve) all Shared Contracts the corporate books and all other Contracts, sales orders, purchase orders, instruments records of Pfizer and other commitments, obligations the general account and arrangements to which Seller Parent books of original entry that comprise Pfizer’s permanent accounting or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractstax records; (vif) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvig) except as expressly set forth in this Agreement all Trademarks including, without limitation “Pfizer,” “▇▇▇▇▇▇-▇▇▇▇▇▇▇,” “▇▇▇▇▇-▇▇▇▇▇,” “▇▇▇▇▇▇,” “Pharmacia” and “Wyeth”; (including Section 2.1(ph) and Section 6.6), all the Excluded IT Contracts; (i) the Excluded IP; (j) the assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviik) all corporate-level services (but not and any finished Product, raw materials, partly finished Product or work in progress and ABI existing or located at the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business Facility and owned by Seller Parent Pfizer or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xixl) all assets, properties and or rights of any Person that are not Related Pfizer or its Affiliates, other than the Purchased Assets; (m) subject to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related toEasement Agreement, the Retained BusinessesAdjacent Properties which includes, in each case other than those assetsfor the avoidance of doubt and without limitation, properties or rights identified as Purchased Assets in clauses (a) the land on and through (s) of Section 2.1which the Storm Water System is situated; and (xxn) all books, records and information of Pfizer or its Affiliates (including, without limitation, the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(fExcluded Books and Records), prior other than regulatory books, records or information required by Law to be kept at the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateFacility.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser The Parties acknowledge and agree that the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any following assets, properties and rights of Seller or rights other than the Purchased Assets any of its Subsidiaries (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller and its Subsidiaries after the Closing: (a) all Real Property that is not Transferred Real Property; (b) all Tangible Property that is not Transferred Tangible Property; (c) the Retained Real Property Leases; (d) all Contracts that are not Transferred Contracts, and the Contracts set forth on Schedule 2.2(d); (e) all Permits that are not Transferred Permits; (f) all books and records of Seller and its Subsidiaries that are not Transferred Books and Records (including all minute books, including:stock ledgers and Tax records and all employee-related or employee benefit-related files or records other than personnel files of Transferred Employees or the Transferred Employee Benefit Plans); (g) all Cash and Cash Equivalents (other than any Transferred Restricted Cash or any proceeds under Sections 2.1(p) or 2.1(q)) of Seller and its Subsidiaries, and all uncleared checks, wires ACH settlements and drafts, but only, in each case, to the extent not included as a current asset for purposes of calculating Working Capital; (h) all Retained Employee Benefit Plans; (i) all assets constituting ownership interests in, or that are used or held for use in, rights of Seller and its Subsidiaries under this Agreement and the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Transaction Agreements; (iij) all Retained Real Property; (iii) (A) the Retained Facilitiesrights arising from Excluded Liabilities, (A) including all claims, causes of action and rights against any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related third party to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases extent relating to the assets described in the foregoing clauses any Excluded Liabilities (B) through (Dincluding rights of set-off, rights to refunds and rights of recoupment from or against any such third party); (ivk) all legal and beneficial interest in rights to Tax refunds, credits or similar benefits relating to the share capital Acquired Assets or equity interest the Business to the extent attributable to periods, or portions of any Person other than periods, ending on or before the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure LetterClosing Date; (vl) except for the Conveyed Equity Interests, all Shared Contracts and all stock or other Contractsequity interests in any Person, sales orders, purchase orders, instruments and other commitments, obligations and arrangements but only to which Seller Parent the extent not primarily related to the Acquired Assets or any of its Affiliates is a party the Business or otherwise held directly or indirectly by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsthe Transferred Subsidiaries; (vim) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples insurance policies of Products; (vii) the Retained Names Seller and all other Intellectual Property that is not Business IPrights to applicable claims and proceeds thereunder, including such Intellectual Property licensed subject to Purchaser under an Ancillary Agreement or otherwise, Sections 2.1(p) and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash2.1(q); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xixn) all assets, properties and rights in the Railcar Lease Fleet, together with any railcars which have been manufactured by Seller or any Subsidiary thereof prior to the Closing, in order to be leased by Seller or any Subsidiary thereof, or any Affiliate thereof, including ITE Rail Fund L.P., to a third party, but excluding any railcars that (i) are still in the process of being manufactured or (ii) are treated as inventory under GAAP and the accounting policies of Seller, in each case, at the Closing; (o) all corporate-level assets of Seller or any Person that of its Subsidiaries to the extent such corporate-level assets are not Related Transferred Corporate Level Assets (p) any assets, properties and rights held by any of Longtrain Leasing I, LLC, a Delaware limited liability company, Longtrain Leasing, II LLC, a Delaware limited liability company, Longtrain Leasing, III LLC, a Delaware limited liability company, ARI Longtrain Inc., a Delaware corporation, or STL Asset, LLC, a Delaware limited liability company, including those set forth on Schedule 2.2(p); (q) any assets, properties and rights set forth on Schedule 2.2(r); (r) all Reporting Marks utilized in the Railcar Lease Fleet; and (s) all right, title and interest in and to all property and assets, real, personal, mixed, tangible and intangible, of every kind and description, not primarily used or held for use in connection with the operation or conduct of the Business, including all right, title and interest in and to all property and assets, properties real, personal, mixed, tangible and rights constituting ownership interests inintangible, of every kind and description, whether or that are not reflected on the books and records of Seller and its Subsidiaries and wherever located, used or held for use in, in connection with the operation or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return conduct of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after business of Seller or its Subsidiaries as of the Closing Date shall be deemed for purposes of calculating other than the Business Working Capital and not primarily used or held for use in connection with the Business Net Cash pursuant to Section 2.9 to have occurred as operation or conduct of 12:01 a.m. (New York time) on the Closing DateBusiness.

Excluded Assets. (a) Notwithstanding any provision It is expressly understood and agreed that, notwithstanding anything to the contrary set forth in this AgreementAgreement or in any exhibit or schedule thereto, Purchaser and other than the Purchaser Designated Affiliates are Purchased Assets, Buyer is not purchasing or acquiring acquiring, and Seller is not selling or assigning, any other assets, rights, properties, claims, contracts and business of Seller Parent’s or its Affiliates’ (including that is not part of the Conveyed Subsidiaries’ or their Subsidiaries’) rightBusiness, title or interest in and that any assets, properties or rights other than rights, properties, claims, contracts and business of Seller, as listed below, shall be excluded from the Purchased Assets (the “Excluded Assets”), including:): (i) all assets constituting ownership interests inany cash, cash equivalents, marketable securities or similar type investments, bank accounts, securities and brokerage accounts, certificates of deposit and checks (that are used or held is not for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) avoidance of Section 2.1doubt Closing Cash); (ii) any and all Retained Real PropertyContracts, other than the Assumed Contracts; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiariesall Intellectual Property, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Acquired IP; (iv) all legal insurance policies and beneficial interest in all insurance proceeds received or receivable to the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiariesextent not purchased under 2.1(a)(xvii), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements the rights that accrue or will accrue to which Seller Parent under this Agreement or any of its Affiliates is a party exhibit or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsschedule thereto; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory refunds or credits of Taxes and finished products inventory) other than the Inventory and any samples of ProductsTax assets; (vii) the Retained Names all organizational documents, minute books, corporate seals, Tax records, books and all records and other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) similar documents of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any of its Affiliates, other violation of any such Intellectual Propertythan books and records transferred to Buyer pursuant to Section 2.1(a)(a)(ix); (viii) all Governmental Authorizationstangible personal property, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to other than the BusinessTangible Personal Property; (ix) all customer owned and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents leased real property and other Recordsinterests in real property, in each case not Related to other than the Business, Yehud Real Property and the Specified RecordsReal Property Leases transferred pursuant to Section 2.1; (x) all accounts receivable and securities or other current assets and all cash and cash equivalentsequity interests of any Person owned or held by the Seller, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assetsSubsidiary Shares and, in each case included in for the calculation avoidance of doubt, equity interests of any Person held or owned by the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)Acquired Subsidiaries; (xi) (i) all Tax refunds, Tax credits or other Tax Assets attorney-client privilege and attorney work-product protection of the Sellers and Seller as a result of legal counsel representing the Seller in connection with the transactions contemplated by this Agreement or any refund exhibit or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c)schedule thereto, whether or not derived from the Business and whether or not existing prior (ii) all documents subject to the Closing, but excluding any refunds attorney-client privilege or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account work-product protection described in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b)i) of this paragraph, offsetting a Tax Liability and (iii) all documents maintained by the Seller in such calculation);connection with the transactions contemplated by this Agreement or in any exhibit or schedule thereto; and (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilitiesactions, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims rights of recovery and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject setoff relating to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. or any Excluded Liabilities (New York time) on the Closing Date“Retained Claims”).

Excluded Assets. (a) Notwithstanding any provision in this Agreementanything to the contrary herein, Purchaser and the Purchaser Designated Affiliates are Buyer is not purchasing acquiring hereunder or acquiring otherwise any of Seller ParentSeller’s or its Affiliates’ (including the Conveyed Subsidiariesor related entities’ or their Subsidiaries’) rightright and title to, title or interest in in, and claims under any assets, properties properties, or rights other than those expressly described in Section 2.1 above, which shall therefore not constitute part of the Purchased Acquired Assets (collectively, the “Excluded Assets”), includingincluding the following assets, properties or rights of Seller or any Affiliate or related entities of Seller: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1cash and cash equivalents; (b) any names, logos, trademarks, trade names or service marks including any names, logos, trademarks, trade names or service marks (i) containing any of the “Deloitte,” “Touche” or “Tohmatsu” names, or any derivatives thereof, or (ii) all Retained Real Property; (iii) (A) used in the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems businesses of Seller Parent and or its SubsidiariesAffiliates, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subjectother Intellectual Property Rights, in each case other than Assumed Contractsthe Acquired Intellectual Property Rights which include the Transferred ▇▇▇▇; (vic) any and all inventory (including all raw material inventoryTechnology, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of ProductsAcquired Technology; (viid) all (i) company seals, corporate minute books and stock records or similar corporate records of Seller and the Retained Names Business Affiliates and (ii) Tax Returns; (e) all Books and Records (other Intellectual Property that is not Business IPthan the Acquired Books and Records) and a copy of all Acquired Books and Records; (f) all Contracts, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement assets, properties or otherwise, and including as rights set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertySchedule 2.2(f); (viiig) all Governmental Authorizationspersonal property and computer equipment other than the Acquired Tangible Assets; (h) all Tax assets, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by refunds due to Seller Parent or any Business Affiliate, in respect of its Affiliates and not Related periods or portions thereof ending on or prior to the Closing Date; (i) all leases to real property other than the Acquired Leases; (j) any bank accounts used by the Business; (ixk) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies of Seller and the Business Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviil) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement;Employee Benefit Plan; and (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xixm) all assets, properties and rights of any Person that are not Related subject to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterTransition Services Agreement. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementthe provisions of Section 1.1 above, Purchaser the following assets and the Purchaser Designated Affiliates properties are to be retained by Seller and shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased constitute Acquired Assets (collectively, the “Excluded Assets”), including:): (ia) all assets constituting ownership interests inreal property, buildings, structures and improvements thereon, whether owned or that are used or held for use inleased by Seller, all fixtures and fittings attached thereto, but not including any of the Retained BusinessesTangible Assets, and all security deposits with respect to any leased properties other than those assets identified as Purchased Assets explicitly included in clauses (a) through (s) of Section 2.1the Acquired Assets; (iib) all Retained Real Property; (iii) (A) the Retained Facilitiesright, (A) any owned title and leased furnitureinterest in, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property to and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) under all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which Seller or any of its or their properties, assets or rights properties is subject, in each case otherwise subject to or bound other than Assumed the Assigned Contracts; (vic) all inventory (including capital stock or other equity interest in Seller or any Subsidiary, Affiliate or other Person, and all raw material inventoryoptions, work-in-process inventory, spare parts inventory and finished products inventory) warrants or other than the Inventory and any samples of Productsrights to acquire such capital stock or other equity; (viid) all right, title and interest to any vehicles owned, leased or used by the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertySeller; (viiie) all Governmental Authorizationsright, including product registrations, manufacturing registrations title and environmental permits, owned, used or licensed by Seller Parent or any interest to all insurance policies of its Affiliates and not Related to the BusinessSeller; (ixf) all customer minute books and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Recordsstock records of Seller; (xg) all accounts receivable and other current assets and personnel records of all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (employees other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)Transferred Employees; (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xivh) all rights of Seller and Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement and the Related Agreements or arising from the Ancillary Agreements and any documents delivered consummation of the transactions contemplated hereby or received in connection herewith or therewiththereby; (xvi) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesEmployee Benefit Plans; (xvij) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Planthe Southborough Lease; (xviik) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) bank and brokerage accounts of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services AgreementSeller; (xviiil) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1Tax records of Seller; (xixm) all assetsrights, properties and rights claims or credits of Seller relating to any Person that are not Related to the Business, including Excluded Asset or Excluded Liability; (n) all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1cash; and (xxo) the assets set forth in Section 2.3(a)(xx) all inventory of the Seller Disclosure LetterUAV Business. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser It is expressly understood and agreed that the Purchaser Designated Affiliates are Acquired Assets shall not purchasing or acquiring any of Seller Parentinclude Seller’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in or to any of the following (each, an “Excluded Asset”): (i) any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (iset forth on Schedule 1.1(b)(i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1attached hereto; (ii) all Retained Real Propertyany equipment, machinery, vehicles, tools or other tangible personal property of Seller other than the Acquired Equipment; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems Product INDs and (A) the Product NDAs, any leases relating to the assets described in the foregoing clauses (B) through (D)licenses, permits or franchises issued by any federal, state, municipal or foreign authority; (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (Acquired Equipment, any management information systems, including hardware and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Lettersoftware; (v) all Shared Contracts and all any shares of capital stock of, or other Contractsequity interests in, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contractsentity; (vi) all inventory (including all raw material inventorythe corporate charter, work-in-process inventoryqualifications to conduct business as a foreign corporation, spare parts inventory arrangements with registered agents relating to foreign qualifications, taxpayer and finished products inventory) other than identification numbers, seals, minute books, stock transfer books and other documents relating to the Inventory organization and any samples existence of ProductsSeller as a corporation; (vii) the Retained Names and all any cash, cash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills or other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Propertymarketable securities; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to Contracts other than the BusinessAssigned Contracts (“Excluded Contracts”); (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, any real property or leasehold interest in each case not Related to the Business, and the Specified Recordsreal property; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits any patent or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (patent application other than to the accounts receivable and other assets, in each case extent included in the calculation of the Final Business Working CapitalTransferred IP, and the Cash Equivalents included in the calculation of Final Business Net Cash)including all rights to ▇▇▇ for past infringement thereof; (xi) all Tax refunds, Tax credits any trademark registration or trademark registration application (together with the goodwill associated therewith) other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets than to the extent reflected as an asset on the Final Closing Statement and taken into account included in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (Transferred IP, including all rights to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation)▇▇▇ for past infringement thereof; (xii) all Seller Combined Tax Returns and all Tax Returns any insurance policies of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating theretoSeller; (xiii) all claims, defenses, causes of action, counterclaims and rights of setany personnel or other employment-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1related records; (xiv) all any rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithother Transaction Document; (xv) except as set forth any prepayments, deposits, or refunds of Taxes of Seller in Section 2.1(o) and subject connection with the Business or the Acquired Assets that are attributable solely to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesTaxes paid during a Pre-Closing Tax Period; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) all Employee Benefit Plans and Section 6.6), all any trusts or other assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Planattributable thereto; (xvii) all corporate-level services (but not the assets related accounts receivable arising prior to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement;Closing; and (xviii) all third-party warrantiesany actions, indemnitiesclaims, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assetscauses of action, properties and rights of any Person that are not Related to the Businessrecovery, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, choses in each case other than those assets, properties action or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return setoff of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) kind arising before, on or after the Closing Date shall be deemed for purposes of calculating relating to the Business Working Capital and the Business Net Cash pursuant items referred to above in this Section 2.9 1.1(b) or to have occurred as of 12:01 a.m. (New York time) on the Closing Dateany Excluded Liabilities.

Excluded Assets. (a) Notwithstanding any other provision in of this AgreementAgreement to the contrary, Purchaser Seller, the other Seller Entities and their respective Affiliates will retain and not sell, transfer, assign or convey, any of the following assets and properties of the Seller Entities and the Purchaser Designated Affiliates are Purchased Companies or any asset that is not purchasing or acquiring any of Seller Parent’s or its Affiliates’ a Purchased Asset (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightcollectively, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), includingand Purchaser expressly understands and agrees that the Excluded Assets shall, as applicable, be transferred out of the Purchased Companies prior to the Closing, notwithstanding any other provision of this Agreement: (a) Any and all assets related to the Benefit Plans; (b) Other than any loans or advances from one Purchased Company to another Purchased Company, any and all loans and advances, if any, by the Seller Entities to any of their Affiliates or otherwise to the Business; (c) Any and all Intellectual Property, other than the Business Intellectual Property; (d) Any and all Commercial Data other than the Transferred Commercial Data and any and all Technology other than the Conveyed Technology; (e) The Excluded Software; (f) Any and all raw materials, packaging or other materials, stores, work-in-process, finished goods, supplies, goods in transit, models, prototypes and other inventories other than the Inventory; (g) Any and all Tangible Personal Property Located at Seller’s W.K. ▇▇▇▇▇▇▇ Institute for Food & Nutrition Research (WKKI), Battle Creek, MI; (h) Any and all Contracts and portions of Contracts, other than the Business Contracts and the Real Property Leases; (i) Any and all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Collective Bargaining Agreements; (iij) Except as expressly included in Section 2.4(c), any and all Retained Real owned and leased real property and other interests in real property; (k) Except as expressly included in Section 2.4(g), any and all Tangible Personal Property; (iiil) Except as expressly included in Section 2.4(h), any and all Information Technology; (Am) Except as expressly included Section 2.4(p), any and all personnel files other than the Transferred Personnel Files; (n) Any and all refunds of Taxes for which Seller is responsible pursuant to Article VII (or credits received in lieu of such a refund); (o) Tax Returns and other books and records related to Taxes paid or payable by Seller, the other Seller Entities or any of their respective Affiliates; (p) Any and all Cash Amounts (excluding any Closing Cash Amounts); (q) All books and records related to the Retained FacilitiesClaims; (r) Except as provided for in Section 2.4(r) and subject to Section 5.11, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property all insurance policies and other tangible property located at the Retained Facilities binders and interests in insurance pools and programs and self-insurance arrangements whether or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of for all periods before, through and after the Seller Disclosure LetterClosing, including any and all refunds and credits due or to become due thereunder and any personal computers and vehicles that are not primarily used by all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Transferred Employees in respect of the Business, Closing; (As) the Information Systems of Seller Parent Any and its Subsidiariesall Permits, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D)Transferred Permits; (ivt) Any and all legal trade and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letteraccounts receivable; (vu) all Shared Contracts Any and all other Contractsrights, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defensescredits, causes of action, counterclaims defenses and rights of set-off against third parties offset or counterclaim (at any time or in each case, in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businessessettlement agreements, in each case other than those assets, properties relating to or rights identified as Purchased Assets in clauses (a) through (s) arising out of Section 2.1; and (xx) any of the assets matters set forth in on Section 2.3(a)(xx2.5(u) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (Schedules or cause one or more out of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from or Retained Liabilities (including all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of Seller, a Purchased Company or any of their respective Affiliates to the Conveyed Subsidiaries extent in relation to any Excluded Assets), and their Subsidiaries the right to retain all proceeds and monies therefrom (andcollectively, if neededthe “Retained Claims”); (i) All attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents, from (ii) all documents subject to the Sellersattorney-client privilege or work-product protection described in clause (i) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined this paragraph and (iii) all documents maintained by Seller Parent in its sole discretion, but in compliance connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (w) Any and all applicable Laws and as would not result in any material adverse impact to assets of the Purchased Assets Companies other than the Purchased Company Assets; (x) Any and all assets set forth on Section 2.5(x) of the Seller Disclosure Schedules; (y) The equipment referred to as “Line 3” and “Line 4” located at Seller’s facilities in Rome, Georgia and the equipment located at Seller’s facilities in Cincinnati, Ohio; and (z) Any and all other assets, business lines, properties, rights and claims of the Seller Entities or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause any of their respective Affiliates (including the Conveyed Subsidiaries Purchased Companies) not Related to the Business (including, for the avoidance of doubt, the Keebler Crackers Business) (collectively, the “Other Seller Business”). The parties hereto acknowledge and their Subsidiaries) agree that, except as otherwise provided in this Agreement or in any other Transaction Document, neither Purchaser nor any of its Affiliates will acquire or be permitted to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3retain any direct or indirect right, including the return of title and interest in any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateAssets.

Excluded Assets. (a) Notwithstanding any provision in this AgreementOther than the Purchased Assets, Purchaser each Buyer expressly understands and the Purchaser Designated Affiliates are agrees that it is not purchasing or acquiring acquiring, and Seller is not selling or assigning, any other assets or properties of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) rightBusiness, title or interest in any assets, and all such other assets and properties or rights other than shall be excluded from the Purchased Assets (collectively, the “"Excluded Assets”"). Excluded Assets include, including: (i) all assets constituting ownership interests in, or that are used or held for use inwithout limitation, the Retained Businesses, other than those assets identified as Purchased Assets in clauses following. (a) through (s) all equipment of Section 2.1the Business related to the production of products other than LM and DMTX products, including without limitation receiver and externally modulated transmitter products; (iib) all Retained Real Propertyaccounts receivable of the Business; (iiic) all Contracts that relate to the Business; (Ad) the Retained Facilitiesall inventory, (A) any owned and leased furniturefinished goods, equipmentraw materials, fixtureswork in progress, machinerypackaging, supplies, spare parts, tools, tangible personal property parts and other tangible property located at inventories of the Retained Facilities or not Related Business; and (e) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees related to the Business, except as set forth on Section 2.1(d)(i)(B; (f) all books and records of the Seller Disclosure LetterSeller, EA and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, including without limitation books of account, ledgers and general, financial and accounting records (A) other than maintenance files related to the Information Systems of Seller Parent and its SubsidiariesPurchased Assets), customer lists, customer purchasing histories, price lists, distribution lists, supplier lists (other than the Business IT Systems manufacturer of any Purchased Assets), production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (Aincluding all correspondence with any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction (each, a "Governmental Authority")), sales material and records, strategic plans and marketing and promotional surveys, material and research ("Books and Records"); and (g) all goodwill associated with any leases relating to of the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letterclauses. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (aNotwithstanding Section 1.05(a) Notwithstanding or any other provision hereof, the SpinCo Assets will not in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any event include any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased following Assets (the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) respect of Section 2.1any and all Compensation and Benefit Plans and all Assets in respect of all other compensation and benefit plans sponsored by the Citadel Group; (ii) all Retained Real Propertyfinancial and Tax records relating to the SpinCo Business that form part of the general ledger of Citadel or any of its Subsidiaries (other than the members of the SpinCo Group), any work papers of Citadel’s auditors and any other Tax records (including accounting records) of Citadel or any of its Subsidiaries (other than the members of the SpinCo Group); provided that Citadel will provide to SpinCo upon written request, copies of any portions of such financial and Tax records that relate to the SpinCo Entities, the SpinCo Assets, the SpinCo Liabilities or the SpinCo Business; (iii) other than rights to enforce the provisions of any confidentiality, non-disclosure or other similar Contracts to the extent related to the SpinCo Business or as provided in Section 1.05(a) and the corresponding sections of the Citadel Disclosure Letter, all records prepared by or on behalf of Citadel or its Subsidiaries relating to the negotiation of the Transactions and all records prepared by or on behalf of Citadel or its Subsidiaries in connection with the potential divestiture of all or a part of the SpinCo Business or any other business or Asset of Citadel or its Subsidiaries, including (A) the Retained Facilities, (A) any owned proposals received from third parties and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases analyses relating to the assets described in the foregoing clauses such transactions and (B) through (D)without limiting Section 7.14, confidential communications with legal counsel representing Citadel or its Affiliates and the right to assert the attorney-client privilege with respect thereto; (iv) all legal and beneficial interest in the share capital Contracts of either Citadel or equity interest SpinCo or any member of any Person their respective Groups other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure LetterSpinCo Contracts; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent rights of Citadel or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than members of the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their SubsidiariesSpinCo Group) under this Agreement or any Transitional Agreement and the Ancillary Agreements certificates, instruments and any documents Transfer Documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxvi) the assets set forth in Section 2.3(a)(xx) any and all Assets that are expressly contemplated by this Agreement or any Transitional Agreement as Assets to be retained by Citadel or any other member of the Seller Disclosure LetterCitadel Group (other than SpinCo and its Subsidiaries). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this AgreementOther than the Purchased Assets, Purchaser Buyer expressly understands and the Purchaser Designated agrees that it is not purchasing or acquiring, and Sellers or their Affiliates are not purchasing selling or acquiring assigning, any other assets (including any trademarks, service marks, tradenames, service names, logos, product or service designations, slogans, patents, copyrights, inventions, trade secrets, knowhow, proprietary design or process, internet addresses or domain names) (including any registrations or applications for registration or renewal of any of Seller Parent’s the foregoing) or its properties of Sellers or their Affiliates’ , and all such other assets and properties (including the Conveyed Subsidiaries’ or their Subsidiaries’any Excluded Records) right, title or interest in any assets, properties or rights other than shall be excluded from the Purchased Assets (collectively, the “Excluded Assets”). The Parties acknowledge the Excluded Assets include (a) all cash and cash equivalents of Sellers or their Affiliates, including: (b) all claims of Sellers or their Affiliates for refunds of, credits attributable to, loss carryforwards with respect to, or similar Tax assets relating to (i) all assets constituting ownership interests inIncome Taxes imposed by any applicable Laws on Sellers or their Affiliates, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (ii) all Retained Real Property; (iii) (A) the Retained FacilitiesTaxes that are Seller Taxes, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (xc) all accounts receivable of Sellers or their Affiliates as of and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or with respect to any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing period prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xixd) all assets, rights, interests and properties of MGI Grain Incorporated, of every kind, nature, character and rights of any Person that are not Related to the Businessdescription (whether real, personal or mixed, whether tangible or intangible and wherever situated), including all assetsgoodwill related thereto, properties (e) all insurance policies and any claims and rights constituting ownership interests in, thereunder of Sellers or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates and (including the Conveyed Subsidiaries and their Subsidiariesf) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateRecords.

Excluded Assets. It is expressly understood and agreed that the Assets shall not include the following (aeach, an "Excluded Asset"): (l) Notwithstanding Except to the extent expressly transferred pursuant to the provisions of Sections 1.2(a) through (k), inclusive, all assets, rights, properties, claims, contracts and business of any provision in this Asset Seller that, after giving effect to the services to be provided to, and other rights of, Buyer under the Seller Transition Services Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing necessary to conduct the Compression Services Business as currently conducted; (m) The capital stock and other equity interests of all direct or acquiring any indirect subsidiaries and affiliates of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Transferred Subsidiaries; (iin) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash Cash and cash equivalents, checks, money orders, marketable securities, short-term instrumentsequivalents or similar type investments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, Treasury bills and other marketable securities of the Asset Sellers; (o) All real property and brokerage accounts, funds leasehold interests in time real property of the Asset Sellers other than the Facilities and demand deposits the Equipment; (p) Any refunds or similar accounts credits with respect to any Taxes (as defined in Section 2.12) paid or incurred by the Asset Sellers (plus any related interest received from the relevant Taxing Authority) (as defined in Section 2.12); (q) Any Intellectual Property of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) Asset Sellers (other than the accounts receivable and other assetsIntellectual Property expressly set forth, summarized and/or described in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSection 1.2(a) hereof); (xir) all Tax refundsAll right, Tax credits or other Tax Assets title and interest of the Sellers and any refund or credit against Asset Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior in any insurance policies relating to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Compression Services Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all Asset Seller to insurance recoveries thereunder claims and rights to assert claims proceeds with respect to any such insurance recoveriesor relating to (i) occurrences prior to the Closing with respect to the operation of the Compression Services Business and (ii) the Excluded Assets and Excluded Liabilities; (xvis) except as expressly set forth in this Agreement All rights with respect to intercompany receivables, notes or loans between any of the Transferred Subsidiaries, on the one hand, and Seller and its other subsidiaries (including Section 2.1(pexcluding Transferred Subsidiaries) and Section 6.6)affiliates, all assets on the other hand, except for trade payables or receivables relating to the provision of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such goods and services to or by the extent such assets are Purchased Assets) Compression Services Business in the ordinary course of business of the type currently provided to the Compression Services Business by Seller Parent or any consistent with past practice and custom ("Ordinary Course of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1"); and (xxt) the assets set forth The rights referred to in Section 2.3(a)(xx1.3(i) of the Seller Disclosure LetterSchedule. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision The Purchased Assets shall include only those assets and interests specifically listed in this Agreement, Purchaser Section 1.1 above and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) shall in all events exclude all right, title or interest of Sellers in or to any assetsof the following (collectively, properties or rights other than the Purchased Assets (the “Excluded Assets”)): (a) all cash and cash equivalents of Sellers, other than Cash on Premises (b) any bank accounts of Sellers; (c) the Purchase Price and Sellers’ rights thereto under this Agreement, subject to the offset provisions set forth in Section 2.1 of this Agreement with respect to the Purchase Price of Unencumbered Property; (d) any Excluded Contracts; (e) any Claims including the AMC Claims, other than those Claims with respect to or in connection with any Purchased Contract or Purchased Asset; (f) (I) a copy of any books and records relating to any pre-Closing period, including:, without limitation, (i) Tax Returns, financial statements, and corporate or other Entity filings, (ii) minute books, stock ledgers, and stock certificates of any Subsidiaries of Sellers, and (II) all originals and copies of documents relating to proposals to acquire the Business by Persons other than Purchaser; (g) all securities, whether capital stock or debt, and other ownership interests issued by any of the Sellers; (h) all assets of any Section 401(k) or other Seller benefit plan (including any Company Benefit Plan); (i) all assets constituting ownership interests in, or that are used or held for use in, any item expressly excluded pursuant to the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) provisions of Section 2.11.1 above; (iij) all Retained Real Propertyintercompany claims by any Seller against any other Seller or any Subsidiary or other Affiliate of any Seller; (iiik) all Avoidance Actions; (Al) Tax credits, prepayments and refunds but only to the Retained Facilities, extent attributable to Excluded Taxes; and (Am) any owned personnel and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property employment records for current or former employees and other tangible property located at the Retained Facilities or not Related to individual independent contractors of the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages provided for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter13.9. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything contained in this Agreement to the contrary but subject to Section 6.5(f)contrary, prior to the Closingfollowing assets, Seller Parent shall use commercially reasonable efforts to take properties, interests in properties and rights (or cause one or more of its Affiliates to takethe "EXCLUDED ASSETS") such action as is necessary, advisable or desirable to transfer will not be included in the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretionAssets, but will be retained by Seller: (a) All Retained Records; (b) All guarantees, warranties, indemnities and rights, claims and causes of action against any Person in compliance with favor of any and all applicable Laws Seller Entities that would entitle any and as would not result all Seller Entities to recompense in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return respect of any Excluded Assets Liability, except to the extent such guarantees, warranties, indemnities, rights, claims and causes of action would entitle Purchaser to recompense, whether in whole or in part, for no additional consideration. Any action taken pursuant to this Section 2.3(b) any Assumed Liability or any other liability arising out of the conduct of the Business after the Closing Date shall be deemed for purposes of calculating the Business Working Capital Closing; (c) All US Plans and the Business Net Cash pursuant rights of each and every Seller Entity therein; (d) Subject to Section 2.9 SECTION 2.6, all rights of any and all Seller Entities under any past or current insurance policy or contract, and all prepaid expenses in respect of insurance; (e) All cash, marketable securities and other cash equivalents; (f) Each and every Seller Entity's interest in Leased Real Property other than the Facilities; (g) The Contracts listed on SCHEDULE 2.2(G); (h) The Quebec Tax Receivable; (i) All ownership interests in the Excluded Subs (j) The assets listed on SCHEDULE 2.2(J); (k) the Inactive Contracts; and (l) all other rights of the Seller Parties under this Agreement and the other Acquisition Agreements, including, without limitation all rights to have occurred receive the Purchase Price (as of 12:01 a.m. (New York timedefined herein) on the Closing Dateand all other monies to be received by them hereunder and thereunder.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary contrary, the Asset Sellers will retain and not transfer, the following assets of the Asset Sellers (the “Excluded Assets”): (a) Cash and Cash Equivalents, except to the extent included in the Closing Working Capital Balance; (b) any rights to refunds or prepaid Taxes to the extent not included in the Closing Working Capital Balance; (c) all books and records of the Asset Sellers to the extent relating to the Excluded Assets or Excluded Liabilities, including the corporate charter, related organizational documents and minute books and Returns of the Asset Sellers; (d) all rights with respect to any Proceedings the Asset Sellers may have to the extent pertaining to the Excluded Liabilities or any of the Excluded Assets; (e) except for assets leased by the Asset Sellers, all assets in possession of the Asset Sellers but owned by third parties; (f) any Employee Plan and any other Plan maintained, sponsored or contributed to by Weatherford, the Asset Sellers or any of their respective ERISA Affiliates; (g) the rights of any Asset Seller under this Agreement and under any Ancillary Agreement to which it is a party and the proceeds payable to the Asset Sellers pursuant to this Agreement; (h) the real and tangible personal property listed in Schedule 1.2(h); (i) the contracts set forth on Schedule 1.2(i) (the “Retained Contracts”); (j) except for the equity or other ownership interests of the Target Companies, any and all equity or ownership interests in any entity, including stock, membership interests, partnership interests, joint venture interests, or other similar interests; (k) the Owned Real Property set forth on Schedule 1.2(k); (l) subject to Section 6.5(f)4.8, prior any trademarks, service marks, brand names or trade, corporate or business names of Weatherford or of any of Weatherf▇▇▇’▇ ▇▇▇▇▇▇▇tes or divisions, whether or not used in the Business; (m) the accounts receivable, whether billed or unbilled, of the Asset Sellers, including those related to the ClosingBusiness, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact except to the Purchased Assets or the Business. After extent included in the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital Balance; and (n) all other assets and properties not included within the Business Net Cash pursuant to Section 2.9 to have occurred as definition of 12:01 a.m. (New York time) on the Closing Date“Assets.”

Excluded Assets. Notwithstanding anything contained in this Agreement to the contrary, the following assets, properties and rights will not be included in the Adaptive Assets (the "Excluded Assets"): (a) Notwithstanding Adaptive's equity interests or investments in third parties, including its wholly-owned subsidiaries, Adaptive Broadband Foreign Sales Corporation, a Barbados, West Indies corporation and ABL (together with ABCL, collectively, the "Adaptive Subsidiaries"), but excluding CBL, Fuzion and ABCL; (b) All avoidance actions against entities other than Purchaser, including under Sections 542-544 and 547-551 of the Bankruptcy Code and any provision amounts or other property received or receivable in this Agreementany such actions; (c) All executory contracts and unexpired leases of Adaptive not being assumed and assigned to Purchaser; (d) All accounts, Purchaser deposit accounts, security deposits, cash, investment securities or other cash equivalents held by Adaptive, the Adaptive Subsidiaries or third parties on behalf of Adaptive or the Adaptive Subsidiaries or in which Adaptive or the Adaptive Subsidiaries claim an interest, including any and all amounts held on behalf of deferred compensation or similar plans (except for the Purchaser Designated Affiliates are not purchasing or acquiring Pre-Paid Deposits listed in Section 1.1(i) hereof); (e) All intercompany receivables and intercompany claims between Adaptive and any of Seller Parent’s the Adaptive Subsidiaries and amongst any of the Adaptive Subsidiaries; (f) All insurance policies, insurance claims or its Affiliates’ insurance proceeds; (g) All attorney-client privileged materials; files of employees; and other books and records, correspondence, files and computer programs and data not directly related to the Adaptive Assets (including the Conveyed ABL Assets) being sold to Purchaser; (h) All claims against Adaptive's and the Adaptive Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including:' officers and directors including claims under directors' and officers' liability insurance; (i) all assets constituting ownership interests inAll tort claims against third parties, except those directly relating to (i) the Adaptive Accounts Receivable, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) Adaptive Intellectual Property and the ABL Intellectual Property such as any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) claims of infringement of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Adaptive Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such ABL Intellectual Property; (viiij) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used All contract claims against third parties (except those claims relating to (i) the Adaptive Accounts Receivable or licensed by Seller Parent (ii) the Adaptive Intellectual Property or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashABL Intellectual Property); (xik) all Tax refundsAll office supplies, Tax credits or equipment, furniture, fixtures, leasehold improvements, electronic and computer equipment required by Adaptive's employees in the principal U.S. office of Adaptive to continue to complete the Chapter 11 process; (l) Such other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes assets as Purchaser shall expressly elect not to acquire, which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing such election must be made prior to the ClosingClosing Date; (m) All license fees and prepaid amounts collected as of the Closing Date for goods, but excluding any refunds or credits or other Tax Assets to services and the extent reflected as an asset Adaptive Intellectual Property on the Final Closing Statement and taken into account Assumed Contracts (as defined in the calculation of (aSection 1.1(d) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculationhereto); (xiin) all Seller Combined Tax Returns All tax refunds or reductions, net operating losses, letter of credit rights and payment intangibles (except to the extent included in Section 1.1(m) hereto); (o) All intellectual property licenses of Adaptive or ABL to the extent determined by the Court that such licenses are nontransferable; (p) All "employee benefit plans" (as such term is defined by Section 3(3) of the Employee Retirement Security Act of 1974, as amended ("ERISA")), "employee pension benefit plans" (as such term is defined by Section 3(2) of ERISA) and all Tax Returns of the Sellers other pension, profit sharing or cash or deferred compensation plans and trusts and assets thereof and any other employee benefit plan or arrangement thereof, if any, maintained by Adaptive, ABL or any of their Affiliates (the other than the Conveyed Adaptive Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any third party on behalf of its Affiliates (for clarityAdaptive, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement ABL or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Adaptive Subsidiaries; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any other provision in of this AgreementAgreement to the contrary, Purchaser Seller shall retain ownership of and shall not hereby or otherwise sell or transfer, and the Purchaser Designated Affiliates are Assets shall not purchasing or acquiring any of Seller Parentinclude, the Seller’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or and interest in any in, to and under all of its assets, properties or and rights other than not specifically included in the Purchased Assets Assets, including the following (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership interests inAll cash, or that are used or held for use incash equivalents, marketable securities and bank accounts of the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Seller; (ii) Other than the Transferred Permits, all Retained Real PropertyPermits of the Seller; (iii) Other than the Acquired Contracts, all Contracts to which the Seller is a party; (iv) Other than the Transferred Personal Property, all equipment and personal property of the Seller (including, for the avoidance of doubt, all injection molding machines, computer numerical control (CNC) machines and tool room equipment and tools); (v) Other than the Transferred Inventory, all inventory and raw materials of the Seller; (vi) Other than the Transferred Accounts Receivable, all accounts, notes and other receivables of the Seller; (vii) Other than the Transferred Intellectual Property, all intellectual property rights of the Seller; (viii) Other than the Transferred Prepaids, all prepaid deposits and prepaid expenses of the Seller; (ix) Other than the Transferred Claims, all claims of the Seller against third parties; (x) Other than the contractual rights afforded to Buyer under the Lease Agreement (as defined in Section 1.01(c)(iii)), all rights of the Seller in or to any real property owned or leased by the Seller; (xi) All tax refunds and credits (whether by payment, credit, offset or otherwise); (xii) All insurance policies issued to or for the benefit of the Seller or any of its affiliates, all proceeds therefrom and all rights, claims, credits or causes of action thereunder; (xiii) The shares of stock or other ownership interests in the Seller; (xiv) The corporate or company seal, minute books, stock books, blank share certificates, and other records relating to the corporate or other legal organization of the Seller and returns of Taxes (as defined below in Section 3.18) for Taxes accruing before the Closing Date (xv) Other than the Specified Transferred Items, all computers, furniture and office and desk supplies; (xvi) All (A) office phones and (B) personal computers used by any of the Retained Facilities, Transferred Employees; (Axvii) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the BusinessAll warehouse racking and, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6Schedule 1.01(a)(xii), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; material handling equipment (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliatese.g., and without limiting Seller Parent’s obligations under the Transition Services Agreementpallet jacks, forklifts, conveyor systems, shrink wrap devices, etc.); (xviii) Except as set forth on Schedule 1.01(a)(xiii), all third-party warrantiescars, indemnities, further assurances trucks and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1vehicles; (xix) all assetsAll compensation, properties incentive, retirement, stock or stock-based employee benefit or employment-related plans, policies, arrangements or agreements and rights in the assets of any Person that are not Related to the Businesssuch plans, including all assetspolicies, properties and rights constituting ownership interests in, arrangements or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1agreements; and (xx) the assets set forth in Section 2.3(a)(xx) The rights which accrue to any of the Seller Disclosure Letter. (b) Notwithstanding anything in Parties under this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateRelated Instrument.

Excluded Assets. Notwithstanding anything in Section 2.1 or elsewhere in this Agreement to the contrary, the Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1, and any corresponding Schedules, and, without limiting the generality of the foregoing and for greater certainty, shall expressly exclude the following (collectively, "Excluded Assets"): (a) Notwithstanding any provision cash and cash equivalents, all bank account balances and all ▇▇▇▇▇ cash; (b) any Taxes, including duty drawbacks or duty refunds, and property Taxes, refundable to the Vendor or a Vendor Affiliate in connection with the Purchased Business in respect of transactions, or in respect of the period, prior to the Effective Time, and any refundable Taxes or Tax credits; (c) subject to Section 5.20, any refunds due from, or payments due on, claims with the insurers of the Vendor or a Vendor Affiliate; (d) the minute books and corporate records of each of the Vendor and the Vendor Affiliates; (e) all Accounts Receivable; (f) all books, documents, records and files prepared in connection with or relating to the transactions contemplated by this Agreement, Purchaser including bids received from other parties and analyses relating to the Purchased Assets, the Assumed Liabilities or the Purchased Business; (g) other than as provided in the Transition Services Agreement, any rights of the Purchased Business to receive from the Vendor or a Vendor Affiliate corporate overhead and shared services, including treasury, corporate information services, corporate sales and account management, legal, tax, human resources, risk management, finance and group purchasing plans; (h) all corporate, financial, taxation and other records of the Vendor and the Purchaser Designated Vendor Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including:Business Information; (i) rights in any real property, whether owned or leased, other than such rights relating to (i) the Leased Properties and (ii) the temporary co-location arrangements pursuant to the Premises License Agreement; (j) except for the Transferred Equipment, all assets constituting ownership interests in, or other equipment that are is both (i) owned and (ii) used or held for use in, by the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Vendor or any Vendor Affiliate and the leased furniture; (iik) all Retained Real Property; (iii) (A) the Retained Facilitiesextra-provincial, (A) any owned and leased furnituresales, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and excise or other tangible property located at the Retained Facilities licenses or not Related registrations issued to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used or held by the Transferred Employees Vendor and Vendor Affiliates, whether in respect of the Business, Purchased Business or otherwise; (Al) any rights of the Information Systems Vendor and the Vendor Affiliates under this Agreement or any other Transaction Document; (m) any and all Intellectual Property of Seller Parent the Vendor and its Subsidiaries, the Vendor Affiliates and any tangible embodiments of any such property other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Transferred Intellectual Property; (viiin) any and all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to employee data other than the BusinessEmployee Information; (ixo) all customer the books and vendor lists, all advertising, marketing, sales records that the Vendor and promotional materials, and business and financial records, books, and documents and other Recordsthe Vendor Affiliates are, in each case not Related the reasonable opinion of Vendor's counsel, required by Law to the Business, and the Specified Recordskeep; (xp) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, Desktop Software and the Cash Equivalents included in the calculation of Final Business Net Cash)Application Software; (xiq) all Tax refunds, Tax credits stock or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or equity interests in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1Person; and (xxr) the other assets set forth and rights listed in Section 2.3(a)(xx) of the Seller Disclosure LetterSchedule 2.2(r). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision to the contrary in this Agreement, Purchaser nothing in this Agreement shall constitute or be construed as requiring Seller to sell, assign, convey, transfer or deliver, and the Purchaser Designated Affiliates are Buyer shall not purchasing be entitled to purchase, assume or acquiring acquire, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in, to or under any property, asset, business, operation or division of Seller, or any Affiliate thereof, not expressly set forth in Section 2.1, including the following assets and properties which are hereby specifically excluded from the definition of Purchased Assets (collectively, the "Excluded Assets"): (a) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all electrical transmission or distribution facilities (as opposed to generation facilities) or information technology and telecommunications assets of Seller or any assetsof its Affiliates located at or forming a part of either of the Jointly Owned Stations (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), properties including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to the extent they relate to such transmission and distribution assets or rights information technology and telecommunications assets (other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as electrical 14 ______________________________________________________________________________ transmission facilities set forth on Section 2.1(d)(i)(BSchedule 2.1(d), all of which are included as Purchased Assets) of (collectively, the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D"Transmission Assets"); (ivb) all legal All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and beneficial interest interests (other than Seller's membership interests in the share capital or equity interest of any Person Conemaugh Fuels, LLC and Keystone Fuels, LLC) in partnerships and other entities; (c) All cash (other than the Conveyed Subsidiaries (and their SubsidiariesStation Working Funds), other than those equity interests set forth on Section 2.1(q) cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and prepaid expenses, including such as relate to any Excluded Assets or the operation of the Purchased Assets, and any income, sales, payroll or other Tax receivables (in each case, whether held by Seller Disclosure Letteror any third party, including under any Jointly Owned Stations Operating Agreement); (vd) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all Shared Contracts intellectual property, including the names "Atlantic City Electric Company", "Atlantic Energy", "ACE", "Conectiv", "Pepco", "Pepco Holdings" or any derivation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and all logos, or any part, derivation, colorable imitation or combination thereof (other Contractsthan "Conemaugh Generating Station" and "Keystone Generating Station"); (e) All tariffs, sales orders, purchase orders, instruments and other commitments, obligations agreements and arrangements to which Seller Parent or any of its Affiliates Representatives is a party for the purchase or by which any sale of its electric capacity or their propertiesenergy, assets or rights is subjectfor the purchase of transmission, in each case other than Assumed Contractsdistribution or ancillary services; (vif) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all inventory claims against third parties, if any, relating to the ownership, lease, maintenance or operation of any Purchased Assets by Seller prior to the Closing Date, whether accruing prior to, on or after the Closing Date, including all claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future Liabilities; (g) All Tax refunds or credits (including refunds or credits of real property Taxes paid or due with respect to the Jointly Owned Stations or any related real property), which refunds or credits are with respect to periods prior to the Closing Date, whether directly or indirectly, under the Jointly Owned Stations Operating Agreements or otherwise, regardless of when actually paid; (h) All employment agreements and personnel records of Seller and its successors, assigns and Representatives; (i) The minute books, stock transfer books, corporate seal and other corporate records of Seller and its successors, assigns and Representatives; (j) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all raw material inventorycontracts, work-in-process inventoryagreements, spare parts inventory arrangements, licenses and finished products inventory) leases of any nature, other than the Inventory and any samples Seller's Agreements; 15 ______________________________________________________________________________ (k) All insurance policies relating to the ownership, lease, maintenance or operation of Productsthe Purchased Assets; (viil) All other assets and properties owned or leased by Seller or its successors, assigns and Representatives which are not used in the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) operation of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual PropertyJointly Owned Stations; (viiim) all Governmental AuthorizationsThe right, including product registrationstitle and interest of Seller and its successors, manufacturing registrations assigns and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates Representatives under this Agreement and not Related to the Business;Additional Agreements; and (ixn) all customer The right, title and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts interest of Seller Parent and its successors, assigns and Representatives in, to and under all Emission Allowances of Seller or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as Emission Allowances set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6on Schedule 2.1(f), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure Letter). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are The Purchased Assets shall not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in include any assets, properties properties, or rights of Seller other than the Purchased Assets (collectively, the “Excluded Assets”). The Excluded Assets shall include, includingbut are not limited to, the following other such assets: (a) Contracts, including Intellectual Property Licenses, that are not Assigned Contracts (the “Excluded Contracts”); (b) any furniture, fixtures, equipment, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property; (c) any interest in any real property owned or leased by the Seller; (d) any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories; (e) the seals, organizational documents, minute books, ownership books and documents, Tax Returns, books of account or other records having to do with the organization of Seller; (f) any Benefit Plans and assets attributable thereto; (g) cash and cash equivalents; (h) the claims, demands, suits, causes of action or enforcement rights of Seller as against third parties arising exclusively prior to the Closing (“Excluded Claims”), including those listed in the Disclosure Schedules in Section 2.02(h), and any settlement, recoveries, judgments, benefits, awards, damages, interest, costs, or other direct or indirect recovery arising out of or related to Excluded Claims; (i) all assets constituting ownership interests in, the confidential or proprietary communications of Seller or its respective Affiliates regarding the transactions contemplated under this Agreement and communications of Seller or its Affiliates that are used subject to attorney-client privilege, in each case whether in tangible, electronic or held for use inother form; and (j) the rights which accrue or will accrue to Seller under the Transaction Documents; (k) the equity or any assets of any Affiliate of Seller, including but not limited to the Retained Businessesequity and assets of reTech and R▇▇▇▇▇ Partnership, LLC (“R▇▇▇▇▇ Partnership”); (l) Stockholders’ personal email, reTech email, R▇▇▇▇▇ Partnership email, J▇▇ ▇▇▇▇▇▇▇'▇ email, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries)▇▇▇▇▇ ▇'▇▇▇▇▇'▇ email, other than those equity interests set forth on Section 2.1(q) of related to the Seller Disclosure Letter; (v) all Shared Contracts and all other ContractsBusiness, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to J▇▇▇ and recover and retain damages for past▇▇▇▇▇▇▇'▇ email, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related than those related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether domain “r▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1▇.▇▇▇”; and (xxm) the assets set forth in Section 2.3(a)(xx) Any right of the indemnification of Seller Disclosure Letterby any Franchisee under any Franchise Agreement. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser Buyer expressly understands and agrees that all of the assets of Seller and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights Retained Subsidiaries other than the Purchased Transferred Assets shall remain the property of Seller or such Retained Subsidiaries (collectively, the “Excluded Assets”), includingwhich shall include the following: (ia) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets cash and cash equivalents on hand and in clauses (a) through (s) of Section 2.1banks; (iib) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or bank accounts not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related exclusively related to the Business; (ixc) all customer and vendor listssubject to Section 5.06, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case insurance policies not Related exclusively related to the BusinessBusiness and all claims, and the Specified Recordscredits, causes of action or rights thereunder; (xd) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) real property (other than the accounts receivable Real Property), together with all buildings, fixtures and other assets, in each case included in the calculation of the Final Business Working Capitalimprovements erected thereon, and the Cash Equivalents included leases of, and other interests in the calculation of Final Business Net Cash)such real property; (xie) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates Intellectual Property Rights (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed LiabilitiesAssigned Intellectual Property Rights), and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether including the ▇▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1Trademarks and the ASCO Trademarks; (xivf) all Software (other than the Assigned Software) (the “Excluded Software”); (g) all IT Assets (other than the Assigned IT Assets) (the “Excluded IT Assets”); (h) all books, records, files and papers, whether in hard copy or electronic format, prepared in connection with this Agreement, the other Transaction Documents or the announced spinoff of the Business from Seller or the transactions contemplated #88639600v31 hereby or thereby, all minute books and corporate records of Seller and the Retained Subsidiaries, and Information to the extent not included within Transferred Assets; (i) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, Retained Subsidiaries arising under the Conveyed Subsidiaries and their Subsidiaries) under this Agreement Transaction Documents or the Ancillary Agreements and any documents delivered or received in connection herewith or therewithtransactions contemplated thereby; (xvj) all assets of the Business Benefit Plans (other than the Transferred Subsidiary Benefit Plans and the Assumed Plans as provided in Section 2.02(p)), except as set forth otherwise expressly provided in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesArticle 9; (xvik) except as expressly set forth in this Agreement the personnel records (including Section 2.1(pall human resources and other records) and Section 6.6), all assets of any Seller Group Plan or Foreign a Retained Subsidiary relating to employees of Seller Group Plan that is not a Conveyed Subsidiary Planor such Retained Subsidiary; (xviil) any Existing Litigation Right; (m) all corporate-level services hedging or swap contracts, agreements or similar arrangements (but not the assets related to such services contracts, to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related relating primarily to the Business, including all assetsthe “Hedging Contracts”); (n) the Master Supply Agreements listed in Section 2.03(n) of the Disclosure Schedule (such contracts, properties agreements and rights constituting ownership interests in, or that are used or held for use in, or related toobligations collectively, the Retained Businesses“Master Supply Agreements”); (o) all Tax Assets, as well as any rights to Tax refunds or credits in each case respect of Tax overpayments; (p) all equity interests of Seller in entities other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1the Transferred Subsidiaries; and (xxq) the other property and assets set forth described in Section 2.3(a)(xx2.03(q) of the Seller Disclosure LetterSchedule. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding any provision in this Agreementanything to the contrary set forth herein, Purchaser it is expressly understood and agreed that the Purchaser Designated Affiliates are Purchased Assets shall not purchasing or acquiring any of Seller Parentinclude Seller’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in or to any of the following (collectively, the “Excluded Assets”): (A) any assets (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those expressly set forth in Sections 1.1(A) through (M); (B) the assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (DSchedule 1.2(B); (ivC) all legal and beneficial interest in the share capital cash, cash equivalents or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instrumentssimilar type investments, bank and other depositary accounts, certificates of deposit, time security deposits, negotiable instrumentsTreasury bills and other marketable securities (collectively “Cash”), securities and brokerage accounts, funds in time and demand deposits or similar accounts other than any Closing Cash; (D) the capital stock of all Subsidiaries of Seller Parent or and any other equity ownership interests of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) Seller (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net CashSinglePlatform); (xiE) the contracts, agreements, leases and other arrangements that are not Assigned Contracts, including those identified on Schedule 1.2(E) (the “Excluded Contracts”); (F) the rights of Seller which accrue or will accrue under this Agreement and the other Transaction Documents; (G) all Benefit Plans and Benefit Arrangements sponsored, maintained, or contributed to by Seller or any ERISA Affiliate and all assets attributable thereto; (H) any intercompany account of any kind or nature; (I) all Tax refunds, Tax credits or deposits, and other Tax Assets assets of the Sellers Seller; (J) all Tax books and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to records and Tax Returns of Seller, other than those described in Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation1.1(K); (xiiK) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect theretoSeller to insurance claims, including all insurance recoveries thereunder related refunds and rights to assert claims with respect to any such insurance recoveriesproceeds thereunder; (xviL) except as expressly set forth the corporate seals, governing documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller or any business of Seller, other than those described in this Agreement (including Section 2.1(p) and Section 6.61.1(K), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviiM) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreementpersonnel records; (xviiiN) all third-party warrantiesany owned or leased real property of Seller, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets whether or not used in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to connection with the Business, including all assets, properties other than the Leased Facility; and rights constituting ownership interests in, or that are used or held for use in, or related to, (O) the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xx) the assets set forth in Section 2.3(a)(xx) of the Seller Disclosure LetterWorking Capital. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

Excluded Assets. (a) Notwithstanding The Purchased Assets do not include, and neither Seller nor any provision in this Agreementother member of the Retained Companies is selling, Purchaser assigning, transferring, conveying or delivering, and neither Buyer nor any Subsidiary of Buyer is purchasing, acquiring or accepting from Seller or any other member of the Purchaser Designated Affiliates are not purchasing or acquiring Retained Companies, any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets set forth in this Section 2.2 (collectively, the “Excluded Assets”): (a) subject to Section 2.1(b)(xii) and (xiv) of this Agreement, all cash and cash equivalents of the Seller Group; (b) all Contracts (the “Excluded Contracts”) that are not Assigned Contracts, and all contracts set forth on Schedule 2.2(b), including:including without limitation the In-Bound Extra Territory Licenses and the In-Bound Licenses (collectively, the “Excluded In-Bound Licenses”); (c) the corporate seals, Charter Documents, minute books, stock books, Tax Returns other than Tax Returns of the Acquired Companies and Tax Returns reporting Asset Level Taxes, books of account or other records having to do with the corporate organization of any of the members of the Seller Group that are not also an Acquired Company; (d) all Policies and, subject to Section 2.1(b)(x) hereof, all rights and benefits thereunder; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) the shares of Capital Stock of any of the members of the Seller Group that are not also an Acquired Company; (g) all Accounts Receivable, other than the Accounts Receivable of Alphatec Spine Italy and Alphatec Spine UK; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Excluded Assets or the Excluded Liabilities; (i) all assets constituting ownership interests in, or that are used or held for use in, related to the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1Benefit Plans; (iij) all Retained Real Property; (iii) (A) of the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at Seller Group’s interest in Intellectual Property except for the Retained Facilities or not Related to the Business, except as items set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (DSchedule 2.1(b)(iii); (ivk) all legal assets of Scient’x S.A.S. and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries)Surgiview, other than those equity interests except for distribution agreements set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checks, money orders, marketable securities, short-term instruments, bank and other depositary accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their SubsidiariesSchedule 2.2(k) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash“French Distribution Agreements”); (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o) and subject to Section 6.18, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xvii) all corporate-level services (but not the assets related to such services to the extent such assets are Purchased Assets) of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxl) the assets set forth in Section 2.3(a)(xx) of the rights which accrue or will accrue to Seller Disclosure Letter. (b) Notwithstanding anything in under this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing DateAncillary Agreements.

Excluded Assets. (a) Notwithstanding Seller shall retain, and Buyer shall not purchase from Seller, any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any all assets, properties or and rights other than that are not included among the Purchased Assets Assets, including (collectively, the “Excluded Assets”), including:): (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Governmental Authorizations, including product registrations, manufacturing registrations and environmental permits, owned, used or licensed by Seller Parent or any of its Affiliates and not Related to the Business; (ix) all customer and vendor lists, all advertising, marketing, sales and promotional materials, and business and financial records, books, and documents and other Records, in each case not Related to the Business, and the Specified Records; (x) all accounts receivable and other current assets and all cash and cash equivalents, checksincluding credit card receivables and checks received pending collection as of the close of business on the Closing Date, money orders, marketable securities, short-term instrumentsnotes, bank and other depositary accountsdeposits, certificates of deposit, time deposits, negotiable instruments, securities deposit and brokerage accounts, funds in time and demand deposits or similar accounts of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries or any of their Subsidiaries) (other than the accounts receivable and other assets, in each case included in the calculation of the Final Business Working Capital, and the Cash Equivalents included in the calculation of Final Business Net Cash)marketable securities; (xi) all Tax refunds, Tax credits or other Tax Assets of the Sellers and any refund or credit against Seller Indemnified Taxes to which Seller Parent is entitled pursuant to Section 6.5(c), whether or not derived from the Business and whether or not existing prior to the Closing, but excluding any refunds or credits or other Tax Assets to the extent reflected as an asset on the Final Closing Statement and taken into account in the calculation of (a) the Final Business Working Capital or (b) Seller Accrued Income Taxes (to the extent, with respect to clause (b), offsetting a Tax Liability in such calculation); (xii) all Seller Combined Tax Returns and all Tax Returns of the Sellers or any of their Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) that do not relate solely to Purchased Assets or Assumed Liabilities, and in each case any books and records relating thereto; (xiii) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) other than those identified as Purchased Assets in Section 2.1; (xiv) all rights of Seller Parent or any of its Affiliates (for clarity, other than, from and after the Closing, the Conveyed Subsidiaries and their Subsidiaries) under this Agreement or the Ancillary Agreements and any documents delivered or received in connection herewith or therewith; (xv) except as set forth in Section 2.1(o1.1(g), all fixed assets, including all fixtures, furniture, furnishings, machinery, equipment, tools, jigs, dies, patterns, molds, parts, engineering equipment, communications equipment, accessories, computers and peripheral devices, office and other equipment and appliances, and any replacement and spare parts for any such assets; (c) all contracts and agreements other than the Assumed Contracts; (d) all Intellectual Property other than the Conveyed Intellectual Property (collectively, the “Retained Intellectual Property”); (e) all Permits to the extent not transferable; (f) Business Records that contain information that does not relate primarily to the Business or the Purchased Assets or that Seller is required to retain by Law (the “Excluded Business Records”); (g) the Purchase Price to be paid to Seller by Buyer pursuant to this Agreement (excluding any adjustments to the Purchase Price in favor of Buyer pursuant to Section 1.5 or Article V of this Agreement) and subject all rights of Seller under this Agreement and all other agreements, documents, certificates and instruments to be delivered at the Closing pursuant to Section 6.181.6 hereof; (h) the Inventory set forth on Section 1.2(h) of the Seller Disclosure Schedule in an amount (based on cost) equal to the Negative Reserve; (i) any interests in any real estate; (j) all rights and interests under all Seller Employee Plans and funding media, reserves, insurance and assets associated with such Seller Employee Plans; (k) all claims with respect to any balance or amount due from any Affiliate of Seller; (l) all security deposits, ▇▇▇▇▇▇▇ deposits and all other forms of deposit or security placed by Seller or ▇▇▇▇▇*s in connection with the Business, but only to the extent such deposits are not included as an asset for purposes of determining Closing Book Value (and, to the extent any deposit is included as an asset for purposes of determining Closing Book Value, such deposit shall be deemed to be a Purchased Asset); (m) all claims, deposits, prepayments, refunds, rebates, credits, causes of action, rights of recovery, rights of setoff and rights of recoupment relating to or arising out of the Excluded Assets or Excluded Liabilities; (n) regardless of whether such assets are owned by Seller, all current and assets used in connection with the centralized management functions identified on Section 1.2(n) of the Seller Disclosure Schedule provided by Seller, its Affiliates or third party service providers; (o) all accounts receivable arising from the operation of the Business prior to the Closing; (p) all insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesproceeds thereof; (xvi) except as expressly set forth in this Agreement (including Section 2.1(p) and Section 6.6), all assets of any Seller Group Plan or Foreign Seller Group Plan that is not a Conveyed Subsidiary Plan; (xviiq) all corporate-level services (but not the assets Returns and Tax and accounting records and any related to such services to the extent such assets are Purchased Assets) notes, worksheets, files or documents of the type currently provided to the Business by Seller Parent or any of its Affiliates, and without limiting Seller Parent’s obligations under the Transition Services Agreement; (xviii) all third-party warranties, indemnities, further assurances and similar covenants and guarantees other than those identified as Purchased Assets in Section 2.1; (xix) all assets, properties and rights of any Person that are not Related relating to the Business, including all assets, properties and rights constituting ownership interests in, or that are used or held for use in, or related to, the Retained Businesses, in each case other than those assets, properties or rights identified as Purchased Assets in clauses (a) through (s) of Section 2.1; and (xxr) the assets set forth in Section 2.3(a)(xx) all minute books, corporate seals, stock record books and stock transfer records of the Seller Disclosure LetterSeller. (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 6.5(f), prior to the Closing, Seller Parent shall use commercially reasonable efforts to take (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer the Excluded Assets from the Conveyed Subsidiaries and their Subsidiaries (and, if needed, from the Sellers) to Seller Parent or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller Parent in its sole discretion, but in compliance with all applicable Laws and as would not result in any material adverse impact to the Purchased Assets or the Business. After the Closing Date, the Parties shall continue to use commercially reasonable efforts to take all actions (and shall cause their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to continue to use commercially reasonable efforts to take all actions) reasonably requested by the other Party to effect the provisions of this Section 2.3, including the return of any Excluded Assets for no additional consideration. Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.