Excluded Assets The Purchased Assets do not include, and Seller is not selling, assigning, transferring, conveying or delivering, and Buyer is not purchasing, acquiring or accepting from Seller any of the assets, properties or rights set forth in this Section 2.2 (collectively, the “Excluded Assets”): (a) subject to Section 2.1(k) of this Agreement, all cash, cash equivalents and bank accounts of Seller; (b) all Contracts that are not Assigned Contracts (the “Excluded Contracts”), including, but not limited to, the Contracts listed on Schedule 2.2(b) and all Benefit Plans and related contracts covering Business Employees in the U.S.; (c) the corporate seals, Charter Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller; (d) all Policies and, subject to Section 2.1(i) hereof, all rights and benefits thereunder; (e) the assets, properties and rights specifically set forth on Schedule 2.2(e); (f) the rights that accrue or will accrue to Seller under this Agreement and the Ancillary Agreements; (g) Any Tax refunds for Tax periods ending on or before the Closing Date and for Pre-Closing Tax Periods except for Tax refunds of any Seller Subsidiary to the extent such Tax refunds represent the carry-back of net operating losses arising during the Post-Closing Tax Period; and (h) any Assets relating to CTC, CTC’s Subsidiaries or CTC’s Affiliates (other than Seller and Seller Subsidiaries).