Common use of Retained Assets Clause in Contracts

Retained Assets. Except as set forth in Section 1.2(a), the Associated Subsidiaries shall retain the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets"), including: (i) all bank accounts and cash and cash equivalents of the Associated Subsidiaries; (ii) all rights, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and (vii) the Retained Assets described in Exhibit 1.1(b).

Retained Assets. Except The Parties expressly agree that excluded from the Assets sold or assigned to Buyer hereunder are (i) all accounts receivable arising out of or generated by the Business prior to the Closing, whether or not reduced to a ▇▇▇▇ or invoice prior to the Closing (the “Seller Receivables”), a listing of which is attached hereto as Schedule 1.3(a); provided, further, the Parties acknowledge and agree that the Seller Receivables include the accounts receivable that have been pledged as security to Fifth Third Bank pursuant to that certain promissory note, dated February 5, 2005, by and among Fifth Third Bank and Seller (the “Pledged Receivables”); (ii) all personnel records and other records that the Seller is required by law to retain in its possession; (iii) all governmental permits and other governmental authorizations that the Seller is required by law to retain in its possession (iv) all cash on hand, cash equivalents, investments and bank accounts of the Seller at the Closing Date other than as set forth in Section 1.2(a1.1(1) above, (v) all claims for the refund of Taxes and other governmental charges of whatever nature, (vi) that certain real property lease by and between Seller and MSAC Limited (relating to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Country Club Hills, Illinois 60478, having a commencement date of February 18, 2006) (the “Country Club Hills Property”), (vii) subject to Section 1.10 hereof, those certain assets located at the Associated Subsidiaries shall retain Country Club Hills Property as specified on Schedule 1.3(b) (the real “Country Club Hills Inventory”), (viii) all rights, title and personal property interest in and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses Homsys software (including any licenses thereto) utilized by Seller for the billing and collection of accounts receivable, (ix) those books, records and documents necessary for Seller and/or Fifth Third Bank to collect the Associated Subsidiaries or Seller Receivables (including the Pledged Receivables), and (x) without in any of their Affiliates other than manner limiting the Business (the "Retained Business"foregoing, those assets listed on Schedule 1.3(c) and not primarily related to the Business or that relate primarily to the Retained Liabilities hereto (collectively, the "“Retained Assets"), including: (i) all bank accounts and cash and cash equivalents of the Associated Subsidiaries; (ii) all rights, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and (vii) the Retained Assets described in Exhibit 1.1(b”).

Retained Assets. Except as set forth Notwithstanding Section 2.01 hereof or anything else in Section 1.2(a)this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the Associated Subsidiaries following properties, assets and rights shall retain be excluded from the real Acquired Assets and personal property not sold or assigned to Buyer and other assets of the Associated Subsidiaries shall be retained by Seller or any of their its Affiliates (as defined in Section 3.22) that relate primarily for the period accruing prior to and after the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities Closing Date (collectively, the "“Retained Assets"), including:”): (ia) all bank accounts and cash and cash equivalents of the Associated SubsidiariesUnrestricted Cash; (iib) all rights, claims and credits non-assignable or non-transferable Permits of the Associated Subsidiaries Business (to the extent relating the parties are unable to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including obtain the required consent to the assignment of any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained LiabilityPermit); (iiic) [Reserved] (iv) all rights any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared property tax assessment for 2004 issued by Pinellas County in connection with the sale of Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business property tax assessment for 2005 by Pinellas County in connection with the operation Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (vif) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (personal property owned by any Employee or any employee of their Affiliates') general ledger Westin or Troon, including certain printers, docking stations and all other filesfitness equipment, books and records not referred to the furniture and computer equipment in Section 1.1(a)(vii) which the Company or owner’s office at the Associated Subsidiaries or any of their respective Affiliates have Resort set forth in their possession; provided that upon reasonable request Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)K▇▇▇▇ ▇▇▇▇; and (viig) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets described in Exhibit 1.1(b)Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Except as set forth in (a) Notwithstanding Section 1.2(a2.1(a), all of Seller's right, title and interest in the Associated Subsidiaries following properties, assets and rights shall retain be excluded from the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities Assets (collectively, the "Retained Assets"), including:): (i) all bank accounts any assets and cash and cash equivalents associated claims arising out of the Associated SubsidiariesRetained Assets or Retained Liabilities; (ii) all rightsSeller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained LiabilityInc.; (iii) [Reserved]the office furniture, fixtures and equipment in two offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, to be used by Cyanco; (iv) all rights the real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the Company and the Associated Subsidiaries and their Affiliates under this "Lease Agreement, the Transitional Services Agreement (as defined in Section 5.12 "), the Non-Competition which Lease Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection shall have an initial term of one year with this AgreementPurchaser having an option to renew such term for an additional year; (v) all documents prepared Seller's 50% interest in connection with West Africa Chemicals, Inc.; (vi) the sale first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the Business and the Assets to CNCOJune 30, exclusive of documents prepared 2000 Balance Sheet or which arise thereafter in the ordinary course of business business; (vii) all contracts between Seller and a third party in connection with which the operation third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (viix) all financial any asset, offset, refund, insurance proceeds, receipts and Tax records relating other benefits related to litigation for which Seller is retaining the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred liability related to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)litigation; and (viix) all Tax refunds or prepaid deposits as shown on the Retained Assets described in Exhibit 1.1(b)June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. Except as set forth in (a) Notwithstanding Section 1.2(a2.1(a), all of Seller's right, title and interest in the Associated Subsidiaries following properties, assets and rights shall retain be excluded from the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities Assets (collectively, the "Retained Assets"), including:): (i) all bank accounts any assets and cash and cash equivalents associated claims arising out of the Associated SubsidiariesRetained Assets or Retained Liabilities; (ii) all rightsSeller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained LiabilityInc.; (iii) [Reserved]the office furniture, fixtures and equipment in two offices located at 8805 South Sandy Parkway ▇▇ ▇▇▇▇▇, ▇▇▇▇, to be used by Cyanco; (iv) all rights the real property located at 8805 South Sandy ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the Company and the Associated Subsidiaries and their Affiliates under this "Lease Agreement, the Transitional Services Agreement (as defined in Section 5.12 "), the Non-Competition which Lease Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection shall have an initial term of one year with this AgreementPurchaser having an option to renew such term for an additional year; (v) all documents prepared Seller's 50% interest in connection with West Africa Chemicals, Inc.; (vi) the sale first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the Business and the Assets to CNCOJune 30, exclusive of documents prepared 2000 Balance Sheet or which arise thereafter in the ordinary course of business business; (vii) all contracts between Seller and a third party in connection with which the operation third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (viix) all financial any asset, offset, refund, insurance proceeds, receipts and Tax records relating other benefits related to litigation for which Seller is retaining the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred liability related to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)litigation; and (viix) all Tax refunds or prepaid deposits as shown on the Retained Assets described in Exhibit 1.1(b)June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. Except as set forth in Section 1.2(a)Notwithstanding anything to the contrary --------------- herein, the Associated Subsidiaries shall retain the real and personal property and other following assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets")) are not, includingand shall not be --------------- deemed to be, Transferred Assets: (a) Cash and cash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) all bank accounts and cash and cash equivalents of the Associated Transferred Subsidiaries; , (ii) deposits securing bonds, letters of credit, leases and all rights, claims and credits of the Associated Subsidiaries other obligations related to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, ▇▇▇▇▇▇▇ Business and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of ▇▇▇▇▇ cash and impressed funds related to the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the ▇▇▇▇▇▇▇ Business; (vib) all financial and Except as otherwise provided in the Tax records Sharing Agreement, any right, title or interest of Baxter or its Subsidiaries in any foreign, federal, state or local tax refund, credit or benefit (including any income with respect thereto) relating to the Business that form part operations of the Company's ▇▇▇▇▇▇▇ Business prior to the Distribution Date; (c) Any amounts accrued on the books and records of Baxter or its Subsidiaries or the Associated Subsidiaries' ▇▇▇▇▇▇▇ Business with respect to any Retained Liabilities; (d) All assets relating to all employee benefit plans of Baxter other than the assets transferred in accordance with Section 12.9; ------------ (e) Any corporate allocations of non-▇▇▇▇▇▇▇ Business-related assets heretofore made by Baxter or its Subsidiaries to the ▇▇▇▇▇▇▇ Business for internal management responsibility reporting purposes, other than allocations of accounts receivable and accounts payable as contemplated by Section 9.6(d); -------------- (f) Any proprietary rights in and to the BAXTER name and the related emblem design, and any of their Affiliates'variants thereof, and the Trademarks used by Baxter or its Subsidiaries in relation to the Retained Business, except as provided in Article X; --------- (g) general ledger All assets held by Baxter Japan; (h) Contracts with customers or third-party distributors in or with respect to the countries or regions listed on Schedule 6.1(h) hereto (which --------------- are the countries and regions where Baxter, as principal, is serving as the distributor for ▇▇▇▇▇▇▇ Products) together with the accounts receivable and all other filesrights, books claims, demands, causes of action and records not referred rights to indemnification or contribution under such Contracts; (i) All assets used in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided connection with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)▇▇▇▇▇▇'▇ Tisseal product; and (viij) All other assets, properties and rights of Baxter and its Subsidiaries not used Exclusively in the Retained Assets described in Exhibit 1.1(b)conduct of the ▇▇▇▇▇▇▇ Business and not specifically included as Transferred Assets.

Retained Assets. Except as set forth Sellers and Pen Holdings hereby retain and except from the Assets and the terms of this Agreement all right, title, and interest in Section 1.2(a), the Associated Subsidiaries shall retain the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities following assets (collectively, the "Retained Assets"): (a) all current and future improvements, structures, fixtures, and personal property and the property conveyed to Fork Creek from Glen ▇▇▇▇▇▇▇▇ ▇▇ deed dated February 3, 1999, and recorded in Deed Book 2463, page 620, Kanawha County Clerk's Office (the "Ande▇▇▇▇ ▇▇▇perty"), including:all as described on Schedule 2.2(b) hereto; (b) all agreements pertaining per se to the assets described in Subsection 2.2(a) above and/or the mining operations conducted on the Real Property by Fork Creek and which are agreements typically held by coal mining operators such as, by way of example, leases for mobile equipment, vehicles or office equipment, coal sales contracts and agreements pertaining to infrastructure located on and mining operations conducted on the Real Property. Such agreements shall include, but not be limited to, those agreements described on Schedule 2.2 (ib) all bank accounts hereto it being acknowledged and cash and cash equivalents of the Associated Subsidiaries; (ii) all rights, claims and credits of the Associated Subsidiaries to the extent relating to agreed that Retained Assets shall not include any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business real property (other than copies of the Ande▇▇▇▇ ▇▇▇perty) or mineral estate or any easement, right-of-way, license or other agreement regarding real property ownership or rights to use real property on what is commonly referred to as the Fork Creek properties; (c) all amounts paid to any Seller prior to the Closing under the three Timber Agreements dated March 24, 2000, July 10, 2000 and November 2, 1999, respectively, each between Fork Creek and Gilb▇▇▇-▇▇▇ Lumber Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and and (viid) the Retained Assets described in Exhibit 1.1(b).the

Retained Assets. Except Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and assigned by Seller to Purchaser hereunder shall exclude the following (collectively, the “Retained Assets”): (a) except with regard to the Repair and Maintenance Inventory, any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller not exclusively related to the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) except as set forth in Section 1.2(athe Leases and Subleases and except for (i) the Restaurant 10504 Real Property, and (ii) the building and leasehold improvements for the Restaurant located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ (“Restaurant #10506”), which, in each case, are included in the Associated Subsidiaries shall retain the Assets, any owned or leased real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily related to the businesses of the Associated Subsidiaries Restaurants (including any improvements thereon or any of their Affiliates thereat); (e) other than the Business cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (the "Retained Business"f) and not primarily any receivables related to the Business or that relate primarily operations of the Restaurants prior to the Retained Liabilities Effective Time; (collectivelyg) any deposits related to utility services at the Restaurants; (h) any insurance policies, the "Retained Assets")including all of Seller’s rights in and to unearned premiums, including: refunds, and all claims or possible claims under such policies; (i) all bank accounts any current or historical files or records of Seller; (j) the application software and programs and wireless network software utilized in the point of sale (POS) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and cash equivalents drive-thru audio system, except those that (i) automatically transfer to Purchaser as the new owner of the Associated Subsidiaries; Equipment, (ii) all rights, claims and credits of do not require the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect consent of any other Retained Asset or any Retained Liability; third parties and (iii) [Reserved] do not impose any costs or expenses on Seller or its Affiliates; (ivl) any Contracts between Seller, on the one hand, and any Affiliate of Seller, on the other hand; and (m) all rights of donation canisters located in the Company and Restaurants owned by the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement ▇▇▇▇ ▇▇▇▇▇▇ Foundation for Adoption (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4“DTFA”) and all money therein (the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and (vii) the Retained Assets described in Exhibit 1.1(b“DTFA Canisters”).

Retained Assets. Except as set forth in Section 1.2(a)The Retained Assets are: (a) the PSO Contracts, the Associated Subsidiaries shall retain SAP license for Seller's internal financial reporting and the real Clarify license and personal property and other assets of the Associated Subsidiaries or any of their Affiliates Contracts listed on Schedule 1.1.2 (as defined in Section 3.22a) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained AssetsContracts"); (b) cash, including:cash equivalents, bank accounts and similar investments; (c) securities; (d) other than those assets described in Sections (a) through (i) of Section 1.1.1 and the schedules referenced therein: (i) all bank accounts Intellectual Property Rights developed by or for and cash owned by Seller or its Affiliates, (ii) the name "Qwest," either alone or in conjunction with other words or phrases, including "Qwest ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇," and cash equivalents of the Associated Subsidiariesany derivation or variant thereof, and (iii) all Software and other written documentation developed by or for and owned by Seller or its Affiliates; (iie) all rights, claims and credits accounts receivable not arising out of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vif) all financial other than those assets described in Sections (a) through (i) of Section 1.1.1 and Tax records relating to the Business that form part of the Company's schedules referenced therein, any other asset owned, leased or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request licensed by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business Seller (other than copies an asset that is material to or primarily related to the operation or conduct of the Company's consolidatedBusiness) that is primarily used in the PSO Business as of the date hereof or that Seller or its Affiliates will use primarily to provide services to Buyer under the Wholesale Services Agreement; (g) any leasehold interest in real property and any interest in and to all improvements, combined equipment, furniture, fixtures, machinery , other tangible personal property, and if the Real Estate Agreement is not executed, materials and supplies contained therein or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)thereon; and (viih) the Retained Assets right to 50% of the termination payment, if any, made in connection with the Termination Pending Contract. The assets described in Exhibit 1.1(b)this Section 1.1.2 are collectively referred herein as the "Retained Assets" and Seller will not sell, transfer, assign or convey to Buyer any right or interest in or to the Retained Assets.

Retained Assets. Except as set forth in Section 1.2(a)Notwithstanding anything to the contrary --------------- herein, the Associated Subsidiaries shall retain the real and personal property and other following assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets")) are not, includingand shall not be --------------- deemed to be, Transferred Assets: (a) Subject to Section 9.6(e), cash and cash equivalents, any cash -------------- on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) all bank accounts and cash and cash equivalents of the Associated Transferred Subsidiaries; , (ii) deposits securing bonds, letters of credit, leases and all rights, claims and credits of the Associated Subsidiaries other obligations related to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, ▇▇▇▇▇▇▇ Business and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iii) [Reserved] (iv) all rights of ▇▇▇▇▇ cash and impressed funds related to the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the ▇▇▇▇▇▇▇ Business; (vib) all financial and Except as otherwise provided in the Tax records Sharing Agreement, any right, title or interest of Baxter or its Subsidiaries in any foreign, federal, state or local tax refund, credit or benefit (including any income with respect thereto) relating to the Business that form part operations of the Company's ▇▇▇▇▇▇▇ Business prior to the Distribution Date; (c) Any amounts accrued on the books and records of Baxter or its Subsidiaries or the Associated Subsidiaries' ▇▇▇▇▇▇▇ Business with respect to any Retained Liabilities; (d) All assets relating to all employee benefit plans of Baxter other than the assets transferred in accordance with Section 12.9; ------------ (e) Any corporate allocations of non-▇▇▇▇▇▇▇ Business-related assets heretofore made by Baxter or its Subsidiaries to the ▇▇▇▇▇▇▇ Business for internal management responsibility reporting purposes, other than allocations of accounts receivable and accounts payable as contemplated by Section 9.7(c); -------------- (f) Any proprietary rights in and to the BAXTER name and the related emblem design, and any of their Affiliates'variants thereof, and the Trademarks used by Baxter or its Subsidiaries in relation to the Retained Business, except as provided in Article X; --------- (g) general ledger All assets held by Baxter Japan; (h) Contracts with customers or third-party distributors in or with respect to the countries or regions listed on Schedule 6.1(h) hereto (which are --------------- the countries and regions where Baxter, as principal, is serving as the distributor for ▇▇▇▇▇▇▇ Products) together with the accounts receivable and all other filesrights, books claims, demands, causes of action and records rights to indemnification or contribution under such Contracts and the inventory (including inventory in transit) in such countries or regions; (i) All assets used in connection with ▇▇▇▇▇▇'▇ Tisseal product; (j) The accounts receivable of Baxter Germany that are not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any capable of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)being specifically separated between Baxter Germany and ▇▇▇▇▇▇▇ Germany; and (viik) All other assets, properties and rights of Baxter and its Subsidiaries not used Exclusively in the Retained Assets described in Exhibit 1.1(b)conduct of the ▇▇▇▇▇▇▇ Business and not specifically included as Transferred Assets.

Retained Assets. Except as set forth Notwithstanding Section 2.01 hereof or anything else in Section 1.2(a)this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the Associated Subsidiaries following properties, assets and rights shall retain be excluded from the real Acquired Assets and personal property not sold or assigned to Buyer and other assets of the Associated Subsidiaries shall be retained by Seller or any of their its Affiliates (as defined in Section 3.22) that relate primarily for the period accruing prior to and after the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities Closing Date (collectively, the "“Retained Assets"), including:”): (ia) all bank accounts and cash and cash equivalents of the Associated SubsidiariesUnrestricted Cash; (iib) all rights, claims and credits non-assignable or non-transferable Permits of the Associated Subsidiaries Business (to the extent relating the parties are unable to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including obtain the required consent to the assignment of any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of Permit) (any such Permits collectively the Associated Subsidiaries or any of their Affiliates in respect of any other “Retained Asset or any Retained LiabilityPermits”); (iiic) [Reserved] (iv) all rights any claims arising out of any Retained Assets or Retained Liabilities, including those certain actions filed by Seller to contest the Company property tax assessments for 2004, 2005 and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared 2006 issued by Pinellas County in connection with the sale of the Business and the Assets Resort as described in Schedule 4.09 attached hereto; (d) Seller’s right to CNCO, exclusive of documents prepared payments from Aon Corporation in the ordinary course total amount of business in connection with the operation Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (vif) all financial and Tax records relating personal property owned by any Employee or any employee of Troon all of which is set forth in Schedule 2.02(f); (g) all Accounts Receivable accruing prior to the Business that form part Closing Date to the extent a corresponding amount is not included in the Total Current Assets used in the Statement of the Company's or Closing Date Working Capital as finally determined pursuant to Section 2.07 hereof; (h) the Associated Subsidiaries' (or any of their Affiliates'assets set forth in Schedule 2.02(h) general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)attached hereto; and (viii) except as provided in Section 2.01(x), all policies of insurance of any Seller Entities, all rights thereunder, and any rights to any premiums or premium rebates or credits thereunder. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets described in Exhibit 1.1(b)Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Except Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and assigned by Seller to Purchaser hereunder shall exclude the following (collectively, the “Retained Assets”): (a) except with regard to the Vans, any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) except as set forth in Section 1.2(a)the Leases and Subleases and except for the building and leasehold improvements for Unit #11353, the Associated Subsidiaries shall retain the any owned or leased real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily related to the businesses of the Associated Subsidiaries Restaurants (including any improvements thereon or any of their Affiliates thereat); (e) other than the Business cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (the "Retained Business"f) and not primarily any receivables related to the Business or that relate primarily operations of the Restaurants prior to the Retained Liabilities Effective Time; (collectivelyg) any deposits related to utility services; (h) any insurance policies, the "Retained Assets")including all of Seller’s rights in and to unearned premiums, including: refunds, and all claims or possible claims under such policies; (i) all bank accounts any current or historical files or records of Seller; (j) the application software and programs and wireless network software utilized in the point of sale (POS) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and cash equivalents drive-thru audio system except any warranties and/or service agreements that (i) automatically transfer to the Purchaser, as the new owner of the Associated Subsidiaries; Equipment, (ii) all rights, claims and credits of do not require the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect consent of any other Retained Asset or any Retained Liability; third parties and (iii) [Reserved] do not impose any costs or expenses on Seller or its Affiliates (ivthe “Assignable Warranties”); (l) any Contracts between Seller, on the one hand, and any Affiliate of Seller, on the other hand; and (m) all rights of donation canisters located in the Company and Restaurants owned by the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement ▇▇▇▇ ▇▇▇▇▇▇ Foundation for Adoption (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4“DTFA”) and all money therein (the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and (vii) the Retained Assets described in Exhibit 1.1(b“DTFA Canisters”).

Retained Assets. Except as set forth In addition to the assets, properties and rights excluded from the definition of Harv▇▇ ▇▇▇ertainment Assets in Section 1.2(a)1.1, the Associated Subsidiaries shall retain the real Sellers are not selling, and personal property and other assets Purchaser is not purchasing, any of the Associated Subsidiaries following assets, properties or any rights, all of their Affiliates which shall be retained by Sellers (collectively referred to herein as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets"): (a) Any assets, properties or rights that are not used primarily in the conduct of the Harv▇▇ ▇▇▇ertainment Business, including, without limitation, the assets, properties and rights used primarily in the conduct of the film business of Pepi▇/▇▇▇h▇ Entertainment Group, Inc., a California corporation ("PM Entertainment") and a wholly owned subsidiary of the Company; (b) The License Agreements regarding the film "Casper's Haunted Christmas", and the film "Baby ▇▇▇▇'▇ ▇▇▇at Easter Adventure" (and all proceeds and accounts receivable relating thereto (including, without limitation, the Retained Receivables and all overages)) for which deal memos or executed agreements were either in negotiation, pending, entered into or renewed prior to February 1, 2001, all as listed on Schedule 1.2(b); (c) The accounts, notes and other receivables, and other rights to payment of money, of Sellers arising under the License Agreements listed on Schedule 1.2(b), including: , without limitation, those listed on Schedule 1.2(c) (i) all bank accounts and cash and cash equivalents of the Associated Subsidiaries"Retained Receivables"); (iid) all rightsAny cash on hand, claims and credits cash in transit from Hearst Entertainment in the amount of the Associated Subsidiaries up to the extent relating $229,825, and in bank accounts of Sellers and Sellers' rights in and to any capital stock and other Retained Asset equity interests in third parties; (e) Any pensions or any Retained Liability (as defined in Section 1.2(b))profit sharing plans, including any such items arising under insurance policiesand the assets thereof, and all guarantees, warranties, indemnities other employee benefit plans or arrangements and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liabilityassets thereof; (iiif) [Reserved] (iv) all rights Any real property and leases of, and other interests in, real property of the Company and the Associated Subsidiaries and their Affiliates under this AgreementSellers, the Transitional Services Agreement (as defined in Section 5.12 )including, the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreementwithout limitation, deposits relating thereto; (vg) all documents prepared in connection with the sale Any capital stock or other equity interests of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business; (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (Sellers or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and; (viih) All securities and equipment in the Retained Assets described in Exhibit 1.1(bvarious Company subsidiaries (including, without limitation, PM Entertainment, Inferno Acquisition Corp., Sunland Studios, Inc., BHP, HCI, Firetrap, Inc., Shadow Hills Post LLC and Harv▇▇ ▇▇▇hions LLC)., all filmed entertainment properties owned by PM Entertainment, and the films "Layover" and "Roxanne's Best Christmas;"

Retained Assets. Except as set forth Notwithstanding anything contained in Section 1.2(a1.01 hereof to the contrary, Seller shall, and hereby does, expressly retain all of Seller’s right, title and interest in and to the following assets, properties, rights and interests, including, without limitation, certain assets related to the Business which are expressly described herein (all of which assets, properties, rights and interests are hereinafter collectively referred to as the “Retained Assets”): (a) cash, cash equivalents, certificates of deposit and other investments in marketable securities of third-party issuers; (b) all accounts (including intercompany receivables of Seller with any of Seller’s Affiliates, including WMH Physicians Hospital, L.L.C. and Physicians Metroplex Hospital, L.L.C.), notes, interest and other receivables of Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables, disproportionate share payments and cost report settlements related thereto, arising from the Associated Subsidiaries shall retain rendering of services to inpatients and outpatients in connection with the Business, billed and unbilled, recorded and unrecorded, for services provided by Seller prior to the Effective Time whether payable by private pay patients, private insurance, third party payors, Medicare, Medicaid, CHAMPUS, Blue Cross, or by any other source (collectively “Seller Receivables”); (c) all of Seller’s interest in the two (2) stand alone medical office buildings that are located adjacent to the Hospital and being more particularly described on Schedule 1.02(c) to this Agreement; (d) all of Seller’s interest in that certain approximately 0.3 acre tract of real property being more particularly described on Exhibit B attached to this Agreement, together with all buildings, fixtures and other improvements located thereon (the “Retained Real Property”); (e) any and all names, symbols, trademarks or logos used in connection with the Hospital which include the name “▇▇▇▇▇▇,” or any variants thereof (the “Excluded Marks”); provided, however, Seller and ▇▇▇▇▇▇, from and after Closing, grant a non-exclusive license to Purchaser and its successors and assigns to use such names in connection with its use of the personal property contained among the Acquired Assets even though certain items may contain the Excluded Marks, through the useful life of personal property; (f) the original corporate and tax records of Seller and the general partner thereof; (g) all documents, records, correspondence, work papers and other assets of documents relating exclusively to the Associated Subsidiaries or any of their Affiliates Seller Receivables, the Seller Cost Reports (as defined in Section 3.227.10 hereof) that relate primarily or Agency Settlements (as defined in Section 7.10 hereof); (h) all of Seller’s right, title and interest in and to real property and leases relating to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets"two stand alone medical office buildings described on Schedule 1.02(c), including:; (i) all bank accounts and cash and cash equivalents of the Associated Subsidiaries; (ii) all rights, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset Seller’s or any Retained Liability (as defined in Section 1.2(b))Affiliate of Seller’s proprietary manuals, including any such items arising under insurance policiesmarketing materials, policy and all guaranteesprocedure manuals, warrantiesstandard operating procedures and marketing brochures, indemnities data and similar rights in favor of the Associated Subsidiaries studies or any of their Affiliates in respect of any other Retained Asset or any Retained Liability; (iiianalyses set forth on Schedule 1.02(i) [Reserved] (iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with to this Agreement; (vj) all documents prepared of Seller’s interest in connection GCH Interests, Ltd., a Texas limited partnership; (k) all current contracts between any Seller and any Affiliate of Seller with respect to the sale operation of the Business Hospital set forth on Schedule 1.02(k) to this Agreement; (l) the portions of Inventory disposed of, expended or canceled, as the case may be, by Seller after the date of this Agreement and on or prior to the Assets to CNCO, exclusive of documents prepared Closing Date in the ordinary course of business business, and in connection accordance with the operation of the BusinessSection 6.02 hereof; (vin) all financial and Tax records relating refunds for (i) insurance policies held by Seller prior to the Business that form part of Closing Date, and (ii) the Company's Seller Cost Reports, whether filed or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other filesto be filed, books and records not referred with respect to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; medical services provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate Seller prior to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)Effective Time; and (viio) Seller’s Medicare provider number 45S315 and Seller’s Medicaid provider number 1217911-02, which provider numbers were used by Seller solely to ▇▇▇▇ for psychological services and related products rendered and/or provided at the Retained Assets described in Exhibit 1.1(b)Hospital.

Retained Assets. Except as set forth in (a) Notwithstanding Section 1.2(a2.1(a), all of Seller's right, title and interest in the Associated Subsidiaries following properties, assets and rights shall retain be excluded from the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities Assets (collectively, the "Retained Assets"), including:): (i) all bank accounts any assets and cash and cash equivalents associated claims arising out of the Associated SubsidiariesRetained Assets or Retained Liabilities; (ii) all rightsSeller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained LiabilityInc.; (iii) [Reserved]the office furniture, fixtures and equipment in two offices located at 8805 South Sandy Parkway ▇▇ ▇▇▇▇▇, ▇▇▇▇, to be used by Cyanco; (iv) all rights the real property located at 8805 South Sand▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the Company and the Associated Subsidiaries and their Affiliates under this "Lease Agreement, the Transitional Services Agreement (as defined in Section 5.12 "), the Non-Competition which Lease Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection shall have an initial term of one year with this AgreementPurchaser having an option to renew such term for an additional year; (v) all documents prepared Seller's 50% interest in connection with West Africa Chemicals, Inc.; (vi) the sale first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the Business and the Assets to CNCOJune 30, exclusive of documents prepared 2000 Balance Sheet or which arise thereafter in the ordinary course of business business; (vii) all contracts between Seller and a third party in connection with which the operation third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings; (viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business; (viix) all financial any asset, offset, refund, insurance proceeds, receipts and Tax records relating other benefits related to litigation for which Seller is retaining the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred liability related to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO)litigation; and (viix) all Tax refunds or prepaid deposits as shown on the Retained Assets described in Exhibit 1.1(b)June 30, 2000 Balance Sheet as being retained by Seller.

Retained Assets. Except Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and assigned by Seller to Purchaser hereunder shall exclude the following (collectively, the “Retained Assets”): (a) any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by Seller or any of its Affiliates; (d) except as set forth in Section 1.2(a)the Leases and Subleases and the building and leasehold improvements for the Future Restaurant, the Associated Subsidiaries shall retain the any owned or leased real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily related to the businesses of the Associated Subsidiaries Restaurants (including any improvements thereon or any of their Affiliates thereat); (e) other than the Business cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (the "Retained Business"f) and not primarily any receivables related to the Business or that relate primarily operations of the Restaurants prior to the Retained Liabilities Effective Time; (collectivelyg) any deposits related to utility services at the Restaurants; (h) any insurance policies, the "Retained Assets")including all of Seller’s rights in and to unearned premiums, including: refunds, and all claims or possible claims under such policies; (i) all bank accounts any current or historical files or records of Seller; (j) the application software and programs and wireless network software utilized in the point of sale (“POS”) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and cash equivalents drive-thru audio system except any warranties and/or service agreements that (i) automatically transfer to the Purchaser as the new owner of the Associated Subsidiaries; Equipment, (ii) all rights, claims and credits of do not require the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect consent of any other Retained Asset or any Retained Liability; third parties and (iii) [Reserved] do not impose any costs or expenses on Seller or its Affiliates; (ivl) any Contracts between Seller, on the one hand, and any Affiliate of Seller, on the other hand and (m) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared donation canisters located in the ordinary course of business in connection with Restaurants owned by the operation of the Business; D▇▇▇ ▇▇▇▇▇▇ Foundation for Adoption (vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger “DTFA” and all other files, books and records not referred to in Section 1.1(a)(vii) which money therein (the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and (vii) the Retained Assets described in Exhibit 1.1(b“DTFA Canisters”).