Common use of Description of Purchased Assets Clause in Contracts

Description of Purchased Assets. Except as otherwise provided in Section 1.1, the Purchased Assets sold and purchased pursuant to this Agreement shall be the following: (a) the machinery and equipment of Seller relating to the Division described in Schedule 1.2(a); (b) all the inventory of Seller relating to the Division that is located at 0000 Xxxxx, Suite 150, Houston, Texas, 77026 on the Closing Date (the "Inventory") and Schedule 1.2(b) reflects the Inventory as of March 14, 2003; (c) all accounts receivable (including billed and unbilled) of Seller relating to the conduct of the Division (the "Accounts Receivable") and Schedule 1.2(c) reflects the Accounts Receivable as of March 14, 2003; (d) the Intellectual Property described on Schedule 1.2(d); (e) all third-party indemnities where Seller is an indemnified party and the proceeds afforded thereby, in each case to the extent relating to the Purchased Assets; (f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset; (g) the goodwill of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date; (h) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to any of the Purchased Assets, except to the extent relating to the Excluded Assets; (i) all books and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded Assets; and (j) all work orders or purchase orders related to the Division received by the Business prior to the Closing Date ("Jobs in Progress").

Description of Purchased Assets. Except Upon the terms and subject to the conditions of this Agreement, at the Closing (as otherwise provided defined in Section 1.15), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall acquire, accept and purchase from Seller, all of Seller’s right, title and interest in and to all assets, properties and rights (except for Excluded Assets, as defined in Section 2.2) whether tangible or intangible, whether real, personal or mixed, and wherever located, used or usable in the operation of the Business (collectively the “Purchased Assets sold and purchased pursuant to this Agreement shall be the followingAssets”), including: (a) The Seller’s leasehold interest in that certain real property lease between the machinery Seller, as lessee, and equipment of Seller relating Andretti Global Development LLC, as lessor, (the “Lease”) with respect to the Division described Seller’s lease of the real property located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the “Seller’s Premises”) and all other interests of the Seller in other land, structures, buildings and improvements, and all rights and appurtenances belonging or appertaining thereto, used in the Business and listed on Schedule 1.2(a2.1(a); (b) all the inventory of Seller relating to the Division that is All equipment, fixtures, furniture, furnishings, leasehold improvements, goods and other tangible personal property, whether located at 0000 Xxxxx, Suite 150, Houston, Texas, 77026 on the Closing Date (the "Inventory") and Seller’s Premises or not, as more fully described on Schedule 1.2(b) reflects the Inventory as of March 14, 20032.1(b); (c) All customer deposits and all accounts receivable (prepaid items, including billed and unbilled) of Seller relating all deposits made with respect to the conduct of the Division Seller’s Premises, and unbilled costs and fees as set forth on Schedule 2.1(c) (the "Accounts Receivable") and Schedule 1.2(c) reflects the Accounts Receivable as of March 14, 2003“Deposits”); (d) the Intellectual Property described All accounts, accounts receivable, notes and notes receivable, including any security therefor, and all other receivables listed on Schedule 1.2(d2.1(d) (the “Receivables); (e) all third-party indemnities where Seller is an indemnified party All good, usable and the proceeds afforded therebymerchantable inventories, finished goods, raw materials, work in each case to the extent relating to the Purchased Assetsprocess, supplies, packaging materials, parts and similar items listed on Schedule 2.1(e); (f) To the extent assignable, all rights under each written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of Seller to manufacturers' warranties and indemnities with respect to occupancy, other permit or approval of any Purchased Assetnature, or other document, commitment, arrangement, undertaking, practice or authorization listed on Schedule 2.1(f) (the “Contracts”); (g) All computer programs (other than off-the-shelf computer programs) and software, including all documentation and related object and source codes, owned, licensed or otherwise used by the goodwill Seller in connection with the operation of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing DateBusiness listed on Schedule 2.1(g); (h) all rights of Seller pertaining to any All causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs rights against third parties and choses in action arising out of occurrences before or defenses Seller may have with respect to any of after the Purchased Assets, except to the extent Closing relating to the Excluded Assets; (i) all books and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, including without limitation all customer rights under express or implied warranties relating to the Purchased Assets and supplier files other intangible rights and listsassets, sales including the goodwill associated with the Seller, the Purchased Assets and the Business; (i) All information, equipment maintenance files, records, data, plans, contracts and warranty informationrecorded knowledge related to the foregoing; (j) All rights of Seller to its customer base with respect to the Business (the “Customer Base”) and all outstanding purchase orders, operating manualsagreements of sale and related documentation as of the Closing Date with respect to the Business (the “Customer Contracts”) and all rights of Seller in and to the Customer Contracts, and, to the extent available, copies or originals of all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records material documents relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), the Customer Base and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the DivisionCustomer Contracts, including data stored electronicallynames and addresses, but excluding invoices and purchase orders for the books last three years, purchasing history, credit history and records of the Division listed as Excluded Assetspayment terms; and (jk) all work orders Any other asset or purchase orders right of the Seller of every kind and description, real and personal, tangible and intangible, related to the Division received by Business not referred to in clauses (a) through (j) hereof, other than the Business prior to the Closing Date ("Jobs in Progress")Excluded Assets.

Description of Purchased Assets. Except as otherwise provided in Section 1.1, the The Purchased Assets sold and purchased pursuant to this Agreement shall be include the followingfollowing assets owned by SPP: (a) the machinery and equipment of Seller relating to the Division described in prepaid assets defined on Schedule 1.2(a) attached hereto and incorporated herein, and all rights and obligations associated therewith (the “Prepaid Assets”); (b) all the SPP’s inventory of Seller relating to the Division that is located at 0000 Xxxxx, Suite 150, Houston, Texas, 77026 as set forth on the Closing Date (the "Inventory") and Schedule 1.2(b) reflects attached hereto and incorporated herein (including, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the Inventory as of March 14, 2003“Inventory”); (c) to the extent of Seller’s ownership interest, if any, all accounts receivable of Seller’s fixed assets, furniture, fixtures, equipment (including billed office equipment, communications equipment and unbilled) of Seller relating to pharmacy equipment), computer hardware and software, and all other tangible personal property other than the conduct Inventory, including any of the Division (the "Accounts Receivable") and foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) reflects attached hereto and incorporated herein (the Accounts Receivable as of March 14, 2003“Equipment”); (d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the Intellectual Property described on Schedule 1.2(d“Leased Real Estate”); (e) all third-party indemnities where Seller is an indemnified party of Seller’s rights under any leasehold interests and the proceeds afforded thereby, in each case to the extent relating to the Purchased Assetsleasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset[intentionally omitted]; (g) the goodwill of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date[intentionally omitted]; (h) all of Seller’s rights of Seller pertaining to under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any causes of actionnatural individual, lawsuitscorporation, judgmentspartnership, claimslimited liability company, demandsjoint venture, counterclaimsassociation, set-offs bank, trust company, trust or defenses Seller may have with respect to other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Purchased Assets, except to the extent relating to the Excluded AssetsInventory or Equipment; (i) all books transferable regulatory, environmental, health and records of Seller only safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the extent that such books operation and records use of the Seller relate to the Purchased Assets, including all customer Assets as set forth on Schedule 1.2(i) attached hereto and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded Assets; andincorporated herein; (j) all work orders transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]; (l) all internally developed and externally developed or purchase orders purchased computer software and SPP’s rights/licenses in and to such software, to the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Division received by the Business prior to Purchased Assets and that accrue after the Closing Date ("Jobs in Progress")Date.

Description of Purchased Assets. Except as otherwise provided Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities contained or referred to herein, at the Closing, Seller shall, and shall cause each Seller Entity to, sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, other than Permitted Encumbrances, all right, title and interest of Seller or any Seller Entity in Section 1.1and to all the following assets, properties and rights to the extent relating to, currently being used, or held for use in the Business or necessary for the operation of the Business, excepting the Excluded Assets, (collectively, the “Purchased Assets sold and purchased pursuant to this Agreement shall be the following:Assets”): (a) the machinery leases of real property, together with all easements, rights and equipment of Seller relating to privileges appurtenant thereto, listed and designated as such on Schedule 5.12(a) (the Division described in Schedule 1.2(a“Leases”); (b) all fixtures, machinery and personalty of a permanent nature annexed, affixed or attached to any of the inventory Leased Real Property, and any and all assignable warranties of Seller relating to the Division that is located at 0000 Xxxxx, Suite 150, Houston, Texas, 77026 on the Closing Date Third Parties with respect thereto (the "Inventory") “Fixtures and Schedule 1.2(b) reflects the Inventory as of March 14, 2003Improvements”); (c) all accounts receivable equipment and personal property of Seller, whether owned or leased, including vehicles, furniture, supplies, office equipment and materials, computer hardware and other tangible personal property (including billed and unbilledother than Inventory) of Seller relating to the conduct of the Division as set forth on Schedule 2.1(c) (the "Accounts Receivable") and Schedule 1.2(c) reflects the Accounts Receivable as of March 14, 2003“Personal Property”); (d) all inventories including raw materials, work in process, parts, samples, finished goods and related storeroom and other supplies, wrapping, operating supplies and packaging items used or to be used in the Intellectual Property described on Schedule 1.2(dBusiness, and Seller’s or any Seller Entity’s rights to receive refunds or rebates in connection with its purchase of any such inventory (the “Inventory”); (e) all thirdrecords, files, hooks and operating data, whether in print, electronic or other media, to the extent relating to the Business or any of the Purchased Assets, including Confidential Information, equipment maintenance records, correspondence, financial, purchasing, sales, market and credit information and reports, drawings, patterns, slogans, and contract documents; (f) all of Seller’s customer lists and customer account information relating to the Business, product information, marketing literature, research materials, promotional displays and materials, and any other records or similar materials relating to the Business, including copies of any extracts contained on a sales program database of Seller or any Seller Entity at a location other one of the Business Sites which extracts are not comprised elsewhere within the Purchased Assets; (g) all contracts, agreements, purchase and sales orders and commitments with customers, suppliers, vendors, lessors, lessees, utilities, providers or others entered into by Seller or any Seller Entity in connection with the Business identified on Schedule 5.6(a), and all leases of personal property listed on Schedule 5.6(a) (except to the extent included within Excluded Assets), including all options to renew or extend the term of such personal property leases or to purchase all or any part of such personal property (the “Personal Property Leases;” with the personal property subject to such leases and all easements, rights and privileges appurtenant thereto being the “Leased Personal Property”) (collectively, the “Contracts”); (h) to the extent transferable, all rights and incidents of interest in and to all licenses, certificates, consents, permits, approvals and other authorizations of Seller (collectively, “Permits”) of any authority or body relating to the operation of the Business; (i) except for Deposits, all rights, claims, credits, causes of action or rights of set-party indemnities where off against Third Parties relating to the Purchased Assets, whether known or unknown, liquidated or unliquidated, fixed or contingent, and all rights under or pursuant to all warranties, representations and Guarantees relating to the Purchased Assets made by suppliers, manufacturers, contractors and other Third Parties in connection with products or services to the extent purchased by or furnished to Seller is an indemnified party and or any Seller Entity for use in the proceeds afforded therebyBusiness, in each case to the extent related to the Purchased Assets; (j) to the extent relating to the Business (i) all goodwill to the extent incident to or associated with the Business as a going concern, all telephone numbers, telephone and advertising listings; (ii) all product development, packaging development, design and product patents, patents, patent applications, trademarks (including the trademark “General Optics”), trademark applications, trade names, service marks, brand names, assumed names, and registered and unregistered copyrights; (iii) General Optics website addresses, domain names and Internet Universal Resource Locators, that are listed on Schedule 2.1(j); (iv) to the extent that any Third Party licensor permits an assignment, a license to all computer programs and other software, and any trade secrets, non-public or confidential information, processes, know how, engineering, drawings, plans and product specifications, processes, know-how and all other intellectual property, in each case to the extent principally used in the Business; and (v) any licenses, license agreements and applications related to any of the foregoing in clause (i), (ii), (iii) or (iv) (the items described in clauses (ii), (iii) and (iv) collectively referred to in this Agreement as the “Intellectual Property” and the items described in the foregoing clauses (i), (ii), (iii), (iv) and (v) collectively referred to in this Agreement as the “Intangible Assets”); (k) all claims, warranties, choses in action, causes of action, rights of recovery and rights of set-off of any kind against Third Parties to the extent relating to the Purchased Assets; , the Assumed Liabilities or the Business (f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset; (g) the goodwill of Seller with respect other than to the Divisionextent relating to Excluded Assets or Retained Liabilities, however, Buyer shall have no and the right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date; (h) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to any of the Purchased Assets, except receive and retain mail and other communications to the extent relating to the Purchased Assets, the Assumed Liabilities or the Business (other than to the extent relating to Excluded AssetsAssets or Retained Liabilities); (il) all books accounts and records of Seller only notes receivable relating to the extent that such books Business and records of all rights to xxxx customers for products shipped or services rendered, whether before or after the Seller relate to the Purchased Assets, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded AssetsClosing; and (jm) all work orders rights of Seller or purchase orders related any Seller Entity in and to the Division received by the Business prior to the Closing Date ("Jobs in Progress")name “General Optics”.

Description of Purchased Assets. Except The Purchaser will purchase substantially all of the assets (the "Purchased Assets") of the Vendor as otherwise provided at the Closing Date (as herein defined) which are described as listed in Section 1.1Appendix "A", which is attached hereto, and which is considered an integral part of this Agreement. For the avoidance of doubt, the parties hereto understand and agree that the Purchased Assets sold and purchased pursuant to this Agreement shall be include, but are not limited to, the following: (a) all the machinery real property owned or leased by the Vendor which shall include, without limitation, all uranium mining leases for the Tex-1 Uranium Project (the "TUP") and equipment of Seller relating to the Division described in Schedule 1.2(aMt. Lucas Uranium Project (the "MLUP"); (bi) the purchase of all of the inventory of Seller relating to furniture, fixtures, equipment and fixed assets owned by the Division that is located at 0000 XxxxxVendor (collectively, Suite 150, Houston, Texas, 77026 on the Closing Date (the "InventoryOwned Assets") as described as listed in Appendix "A-6", which is attached hereto, and Schedule 1.2(bwhich is considered an integral part of this Agreement; and (ii) reflects the Inventory right of the Purchaser to use, during the period of Mt. Xxxxx Reclamation (as herein defined), provided Purchaser shall maintain the lease and rental payments during the period of March 14such use, 2003the leased and rent-to-own equipment controlled by the Vendor (collectively, the "Leased and Rented Assets") as also described as listed in Appendix "A-6"; (c) all accounts receivable (including billed and unbilled) of Seller relating to the conduct rights of the Division Vendor under all contracts, agreements and leases of whatever nature in respect of the South Texas Mining Venture, LLP (the "Accounts ReceivableSTMV") ), the TUP and Schedule 1.2(c) reflects the Accounts Receivable MLUP, and all equipment leases as of March 14, 2003;listed in Appendix "A"; and (d) all licenses, permits, approvals, consents, registrations and other authorizations issued to or held by the Intellectual Property described on Schedule 1.2(d); (e) all third-party indemnities where Seller is an indemnified party Vendor in respect of the STMV, the TUP and the proceeds afforded thereby, in each case to MLUP. Any and all assets of the extent relating to Vendor which are excluded from the Purchased Assets; (f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset; (g) the goodwill of Seller with respect to the DivisionAssets are described as listed in Appendix "A-1", however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date; (h) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to any of the Purchased Assets, except to the extent relating to the Excluded Assets; (i) all books and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below)which is attached hereto, and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf which is considered an integral part of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded Assets; and (j) all work orders or purchase orders related to the Division received by the Business prior to the Closing Date ("Jobs in Progress")this Agreement.

Description of Purchased Assets. Except Seller shall sell, assign, transfer and deliver, and Buyer shall purchase and accept, certain operating assets used or useful in the Business, as otherwise provided in Section 1.1the same exist upon Closing hereof (collectively hereinafter sometimes referred to as the "Assets"), the Purchased which Assets sold and purchased pursuant to this Agreement shall be the followinginclude: (a) all of the machinery and equipment fixed assets shown on the December 31, 1995 balance sheet of Seller relating previously delivered to Buyer and as listed on SCHEDULE 1.1(A) attached hereto and made part hereof (the Division described "Purchased Fixed Assets"), subject to such changes in Schedule 1.2(a)the Purchased Fixed Assets as shall arise in the ordinary course of business through the date of Closing; (b) all the of Seller's inventory of Seller relating to the Division that is located at 0000 Xxxxxproducts, Suite 150, Houston, Texas, 77026 and all supplies on the Closing Date hand (the "InventoryPurchased Inventories") and Schedule 1.2(b) reflects the Inventory as of March 14, 2003); (c) all accounts receivable customer lists, supplier lists, catalogs, price lists, marketing and promotional materials, credit files, operating data, patents, copyrights, know how, show how, trademarks, service marks and trade names (including billed the marks and unbilled) of Seller relating to name incorporating the conduct of phrases "Natural Baby" or "The Natural Baby Company, Inc."), trade secrets, licenses, all operating, sales, and marketing data used or useful in, or pertaining to, the Division Business and the Assets (the "Accounts ReceivablePurchased Rights") and Schedule 1.2(c) reflects the Accounts Receivable as of March 14, 2003); (d) all rights under the Intellectual Property described contracts and other agreements, if any, set forth on Schedule 1.2(dSCHEDULE 4.13) attached hereto and made part hereof (the "Purchased Contracts"), as well as open purchase orders outstanding at Closing, subject to such changes in the Purchased Contracts as shall arise in the ordinary course of business through the date of Closing; ; (e) all third-party indemnities where Seller is an indemnified party accounts and the proceeds afforded therebynotes receivable, in each case to the extent relating to the Purchased Assets; (f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset; (g) the goodwill of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date; (h) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to any of the Purchased Assets, except to the extent relating to the Excluded Assets; (i) all books and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded Assets; and (j) all work orders or purchase orders related to the Division received by the Business prior to the Closing Date ("Jobs in Progress").receivables set forth on SCHEDULE 1.1