Common use of Included Assets Clause in Contracts

Included Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest in and to the properties and assets constituting, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) (collectively, the "Included Assets"), including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easements, all related rights of ingress and egress, the water intake and discharge structures to the extent such may be deemed real property (collectively, the "Real Property"); (b) All machinery, mobile or otherwise, equipment (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection with the ownership, maintenance or operation of Palisades and the Big Rock ISFSI, including that listed on Schedule 2.1(b) (collectively, "Tangible Personal Property"); (c) All Nuclear Fuel Inventories and Facility Inventories wherever located, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility; (d) Subject to the provisions of Section 6.4(d), all rights of Seller under the Fuel Contracts, the Non-material Contracts and the Seller's Agreements; (e) All Transferable Permits; (f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from third parties with respect to any item constituting part of the Included Assets; (h) The name "Palisades Nuclear Plant," "Palisades" and "Big Rock ISFSI" as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks or logos;

Included Assets. Upon The Assets shall include, without limitation, the terms following assets, properties and subject to rights of Seller and Holdings used in the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliverconduct of, or cause generated by or constituting the Business, except as otherwise expressly excluded pursuant to be sold, assigned, conveyed, transferred Section 1.1(b): (i) all interests of Seller and delivered, to Buyer, Holdings in all real properties that are owned by Seller or Holdings and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances used primarily in connection with the Business which are identified in SCHEDULE 1.1(A)(I) (except for Permitted Encumbrancesthe "FEE PROPERTIES"), ; (ii) all of Seller's rightand Holdings' interests as lessee in all real property and offices leased or subleased to Seller or Holdings and used primarily in connection with the Business, title which are identified in SCHEDULE 1.1(A)(II) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES"); (iii) those Contracts (as hereinafter defined), including purchase orders and interest noncompetition agreements, but exclusive of all leases of personal property, to which Seller or Holdings is a party described in and to SCHEDULE 1.1(A)(III), together with all Contracts that are entered into by Seller or Holdings as part of the properties and assets constituting, or primarily used Business in the ownership, maintenance or operation of, Palisades ordinary course of business after the Effective Date and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) are not prohibited by this Agreement (collectively, the "Included Assets"), including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easements, all related rights of ingress and egress, the water intake and discharge structures to the extent such may be deemed real property (collectively, the "Real PropertyHOLDINGS CONTRACTS"); (biv) All machinery, mobile or otherwise, equipment (including computer hardware all of Seller's and communications equipment), vehicles, tools, spare parts, materials, works Holdings' rights in progress, furniture and furnishings and other items to operating leases of personal property used primarily in connection with the ownershipBusiness other than vehicles, maintenance all of which are described in SCHEDULE 1.1(A)(IV), together with all such leases that are entered into by Seller or operation Holdings as part of Palisades the Business in the ordinary course of business after the Effective Date that are not prohibited by this Agreement (the "EQUIPMENT LEASES"), subject to the consents of lessors, if required; (v) all of Seller's rights in and to the Big Rock ISFSI, including that vehicles identified in and subject to the vehicle leases listed on Schedule 2.1(bSCHEDULE 1.1(A)(V) (collectively, the "Tangible Personal PropertyVEHICLE LEASES"); (cvi) All Nuclear Fuel Inventories all office furniture, fixtures and Facility Inventories wherever located, equipment owned by Seller and Holdings and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were other equipment, parts, materials, supplies, furniture and fixtures owned by Seller or Holdings, in either case used at or primarily in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility; (d) Subject to the provisions of Section 6.4(d)Business including, all rights of Seller under the Fuel Contractswithout limitation, the Non-material Contracts equipment, furniture, fixtures, computers, servers, local area network systems, intranet systems, electronic mail and the Seller's Agreements; (e) All Transferable Permits; (f) To the extent permitted by Lawfinancial accounting equipment, except for the books software and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)systems described on SCHEDULE 1.1(A)(VI) (collectively, the "Business Books and RecordsEQUIPMENT"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records ; (vii) except for materials relating to the Big Rock Point Plant Operating FacilityExcluded Assets, which books litigation, Employee Benefit Plans, and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from third parties with respect to any item other matters not constituting part of the Included Assets; , originals or (hat Seller's election) The name "Palisades Nuclear Plant," "Palisades" copies of all books, records, correspondence, files, plans and "Big Rock ISFSI" as other documents and instruments of Seller or Holdings used as a designation attached to or associated primarily in connection with the Facilities Business, including software, financial and any derivative tradenamesaccounting systems and records, trademarksinformation technology systems and management information systems, servicemarks and customer files related to the Business or logosto the Assets (collectively, the "RECORDS");

Included Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's ’s right, title and interest in and to the properties and assets constituting, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) (collectively, the "“Included Assets"”), including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easements, all related rights of ingress and egress, the water intake and discharge structures to the extent such may be deemed real property (collectively, the "“Real Property"”); (b) All machinery, mobile or otherwise, equipment (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection with the ownership, maintenance or operation of Palisades and the Big Rock ISFSI, including that listed on Schedule 2.1(b) (collectively, "“Tangible Personal Property"”); (c) All Nuclear Fuel Inventories and Facility Inventories wherever located, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility; (d) Subject to the provisions of Section 6.4(d), all rights of Seller under the Fuel Contracts, the Non-material Contracts and the Seller's ’s Agreements; (e) All Transferable Permits; (f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's ’s rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's ’s reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "“Business Books and Records"”), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's ’s books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from third parties with respect to any item constituting part of the Included Assets; (h) The name "“Palisades Nuclear Plant," "” “Palisades" ” and "“Big Rock ISFSI" ” as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks or logos; (i) All patents and patent rights, trademarks and trademark rights, service marks and service xxxx rights, inventions, proprietary processes, trade names, copyrights and copyright rights, trade secrets, computer programs and other software, know-how, domain names, websites, source and object codes and all other intellectual property and intellectual property rights primarily used in, the operation or maintenance of, the Included Assets, and all pending applications for registrations of patents, trademarks, service marks and copyrights, including those items described on Schedule 2.1(i) (the “Intellectual Property”), provided, however, that Seller hereby reserves, and Buyer hereby grants to Seller and its Affiliates, to the extent transferable or subject to reservation, as applicable, an irrevocable, fully-paid, royalty- free, license to use such Intellectual Property (except that such license or reservation, as applicable, shall not apply with respect to any trademarks and trademark rights, service marks and service xxxx rights, trade names, domain names and websites included within the Intellectual Property); (j) All equipment located within the boundaries of the Palisades Site substation owned by Seller, other than the meters referred to in Section 2.2(a); (k) Subject to Section 6.20(c), those assets comprising the Qualified Decommissioning Fund relating to the Palisades Facilities being transferred to Buyer pursuant to Section 6.12(a), including all profits, dividends, income, interest and earnings accrued thereon, together with all related Tax, accounting and other records for such assets, including all Decommissioning studies, analyses and cost estimates and all records related to the determination of the Tax basis of such assets; (l) Subject to Section 2.2(e), those Nuclear Insurance Policies with ANI and, to the extent transferable, those certain Indemnity Agreements of the Atomic Energy Commission, in either case to the extent relating to the Facilities and listed on Schedule 2.2(l); (m) The radio licenses set forth on Schedule 2.1(m); (n) Except for the Department of Energy Claim, the rights of Seller in and to any causes of action asserted and unasserted (other than any causes of action filed and pending as of the Closing Date, as set forth on Schedule 2.1(n) (as updated on or prior to the Closing Date) to the extent relating to the period prior to the Closing Date) claims (including rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date with respect to the Assumed Liabilities and Obligations or with respect to pre-Closing damages to the Included Assets that have not been remedied by Seller) and defenses against third parties (including indemnification and contribution) to the extent relating to any Assumed Liabilities and Obligations, including (subject to Section 6.14) the right to prosecute any and all claims for damages arising post-Closing under the Standard Spent Fuel Disposal Contract (except to the extent included within the Department of Energy Claim); (o) The Transferred Employee Records, subject to the right of Seller to retain copies of such records for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as necessary for Seller’s purposes following the Closing Date as provided in Section 6.2(c); (p) All assignable right, title and interest to the NRC Licenses; and (q) All rights of Seller in property, assets, leases and agreements primarily used in providing emergency warning or primarily associated with emergency preparedness, including (i) the Emergency Equipment Easements set forth on Schedule 2.1(q) and (ii) except as set forth in Schedule 4.13(b), the emergency warning sirens and environmental sampling and dosimeter stations listed on Schedule 2.1(q).

Included Assets. Upon Subject to the terms and subject to the satisfaction of the conditions contained set forth in this Agreement, at the Closing, Seller will agrees to sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will agrees to purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest in and to the properties and following assets constituting, or primarily used in (the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded “Acquired Assets) (collectively, the "Included Assets"), including the following:”): (a) The land good and indefeasible title to the real property described on Schedule 2.1(a) (and all other real property owned by Seller or its Affiliates upon which land comprises the Sites) together Facility is located, that is used in connection with the operation of the Biodiesel Business or that is adjacent to the Facility, including all buildings, structures, docks, facilities, fixtures fixtures, aboveground and underground piping, and other improvements located thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances theretoright, including all related title, interests, easements, all related rights of ingress servitudes, rights-of-way, privileges, licenses (written or oral), tenements, hereditaments, oil, gas and egressmineral rights, the water intake development rights, and discharge structures to the extent such may be deemed real property utility capacity reservations and allocations that are appurtenant thereto (collectively, the "“Real Property"”);; Pages 2 of 38 Pages (b) All machinery, mobile or otherwise, equipment (including computer hardware good and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other marketable title to the items of personal property used primarily in connection with the ownership, maintenance or operation of Palisades and the Big Rock ISFSI, including that listed described on Schedule 2.1(b) and all other tangible personal property that is located at the Facility or that is used in, or held for use in, the operation of the Biodiesel Business, including: (i) all processing units, storage tanks, pipes, loading racks, meters, pumps, and valves, (ii) all replacement and spare parts, tools, equipment, manuals, and furniture, and (iii) all other machinery, equipment, computers, pipelines, truck racks, rail racks, laboratory instruments, office furniture, vehicles, trailers, rail cars, personal property, parts, supplies, office supplies, and cleaning products, and, subject to Section 3.2, catalysts, methanol, and chemicals, but excluding the Excluded Assets (collectively, "Tangible the “Personal Property"”); (c) All Nuclear Fuel Inventories and Facility Inventories wherever locatedto the extent transferable, any and all Nuclear Materials located at Permits, including pending applications or filings therefor and renewals thereof, of every kind related to the Sites at Closing Acquired Assets or the Biodiesel Business, or by which Nuclear Materials were used at any of the Acquired Assets may be subject or bound, including the Permits and pending applications, filings or renewals identified in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating FacilitySchedule 2.1(c); (d) Subject all of Seller’s rights under Contracts described on Schedule 2.1(d), to the provisions extent the same are in effect as of Section 6.4(dthe Effective Time (the “Assigned Contracts”), all rights of Seller under the Fuel Contracts, the Non-material Contracts and the Seller's Agreements; (e) All Transferable Permitsthe Books and Records, wherever located, related to the Acquired Assets and/or the Biodiesel Business, including any such Books and Records that are stored or maintained in electronic storage format, such as computer disks or tapes, and the documents and records identified in Schedule 2.1(e), but excluding any parts thereof that relate to: (i) the negotiation of this Agreement or the transactions contemplated by this Agreement or any alternative transactions for the sale or other disposition of the Acquired Assets; or (ii) all articles of incorporation, bylaws, minutes, operating agreements, shareholder agreements, and other similar corporate documents of Seller not directly relating to the operation of the Acquired Assets or the Biodiesel Business; (f) To the extent permitted by LawIntangible Property, except for including the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained items identified in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(cSchedule 2.1(f)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpiredTo the extent not otherwise enumerated in this Section 2.1, transferable warranties Seller’s tangible and guarantees from third parties with respect intangible assets that are related to any item constituting part the operation of the Included Assets;Biodiesel Business or the Facility; and (h) The Any goodwill related to the Biodiesel Business, including the name "Palisades Nuclear Plant," "Palisades" and "Big Rock ISFSI" as used “Beacon;” provided, however, that Guarantor shall have the right to continue to refer to the name “Beacon Energy (Texas) Corp.” solely as a designation attached part of its SEC reporting for such period of time as is necessary for it to or associated comply with its SEC obligations. Seller covenants and agrees with Buyer that Seller will change its corporate name to delete any reference to “Beacon” as soon as reasonably practicable after the Facilities Closing. Notwithstanding anything in this Agreement to the contrary, the Acquired Assets shall not include the Excluded Assets. Seller shall convey the Acquired Assets to Buyer, at Closing, free and any derivative tradenames, trademarks, servicemarks or logos;clear of all Liens.

Included Assets. Upon Subject to the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closingset forth below, Seller will agrees to sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will agrees to purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest (the "Subject Interest") in and to the properties following real and assets constitutingpersonal property interests, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) Assets (collectively, the "Included AssetsProperty"): (1) the refined products pipelines (the "Pipelines"), including the following:refined products tank farms (the "Tank Farms") and the refined products terminals (the "Terminals") all as shown on Exhibits "A" - Maps and "A-1" - System Descriptions, attached hereto and made a part hereof; (a2) The land described on Schedule 2.1(a) (which land comprises other than the Sites) together with all buildings, facilities, fixtures Rights-of-Way and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easementsPermits, all related rights of ingress and egressfee interests in real property appurtenant to or associated with the Pipelines, the water intake Tank Farms and discharge structures to the extent such Terminals, as may be deemed real property further described and shown on Exhibit "B" attached hereto and made a part hereof (collectively, the "Real Property"); (b3) All machinery, mobile rights-of-way and permits appurtenant to or otherwise, equipment (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection associated with the ownershipPipelines, maintenance the Tank Farms or operation of Palisades the Terminals, as may be further described on Exhibit "C", attached hereto and the Big Rock ISFSI, including that listed on Schedule 2.1(b) made a part hereof (collectively, "Tangible Personal PropertyRights-of-Way and Permits"); (c4) All Nuclear Fuel Inventories the contracts (including any leases or similar agreements) described on Exhibit "D" attached hereto and Facility Inventories wherever located, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facilitymade a part hereof ("Assigned Contracts"); (d5) Subject to any and all pipe, tanks, loading racks, pumps, motors, valves, materials and supplies, fittings, miscellaneous equipment and facilities, buildings and fixtures associated with the provisions of Section 6.4(d), all rights of Seller under the Fuel ContractsPipelines, the Non-material Contracts Tank Farms or the Terminals as may be further described on Exhibit "E" attached hereto and the Seller's Agreements;made a part hereof ("Equipment"); and (e6) All Transferable Permits; (f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from third parties with respect to any item constituting part of the Included Assets; (h) The name "Palisades Nuclear Plant," "Palisades" and "Big Rock ISFSI" as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks or logos;.

Included Assets. Upon Subject to the terms and subject to the satisfaction of the conditions contained set forth in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver, or cause Sellers each agree to be sold, assigned, conveyed, transferred and delivered, to Buyer, sell and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), agrees to purchase all of Seller's Sellers’ right, title and interest in and to the properties following assets of Sellers, free and assets constitutingclear of all Liens other than Permitted Encumbrances (the “Purchased Property”), or primarily used provided, however, that notwithstanding anything in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior this Agreement to the Closing (other than contrary, the Purchased Property shall not include the Excluded Assets) (collectively, the "Included Assets"), including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out All of the ownership thereof or appurtenances thereto, including all related easements, all related rights issued and outstanding partnership interests of ingress and egress, Pride Products (the water intake and discharge structures to the extent such may be deemed real property (collectively, the "Real Property"“Partnership Interests”); (b) All machineryThe two refined petroleum product terminals located in Abilene, mobile or otherwiseTexas and San Angelo, equipment Texas (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection with the ownership, maintenance or operation of Palisades and the Big Rock ISFSI, including that listed on Schedule 2.1(b) (collectively, "Tangible Personal Property"“Terminals”); (c) All Nuclear Fuel Inventories The pipelines described on Schedule 2.1(c) (individually a “Pipeline” and Facility Inventories wherever locatedcollectively, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility“Pipelines”); (d) Subject to the provisions of Section 6.4(d), all rights of Seller under the Fuel ContractsThe storage tanks described on Schedule 2.1(d) (individually a “Tank” and collectively, the Non-material Contracts and the Seller's Agreements“Tanks”); (e) All Transferable Permitsequipment currently owned by Sellers that was previously used or held Primarily in the operation of the Refinery including the equipment described on Schedule 2.1(e) (the “Refinery Equipment”); (f) To All fee interests in real property described on Schedule 2.1(f) (the extent permitted by Law“Real Property”) together with all of the right, except for the books title and records that are Excluded Assetsinterest of Sellers in and to all easements, all booksservitudes, operating recordsrights-of-way, licensing recordsprivileges, quality assurance records, purchasing records, licenses (written or oral) and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily appurtenances relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSIReal Property; (g) All unexpired, transferable warranties and guarantees from third parties rights-of-way appurtenant to or associated with respect to any item constituting part of the Included AssetsPipelines or the Terminals as further described on Schedule 2.1(g) (the “Rights-of-Way”); (h) All Permits described on Schedule 9.8 to the extent such Permits can be transferred to Buyer; (i) All buildings, structures, fixtures and other improvements currently located on each of the Real Properties, Rights-of-Way or the Refinery Real Property (collectively, the “Facilities”); (j) All of Sellers’ right, title and interest in and to the Contracts described on Schedule 2.1(j) (the “Assigned Contracts”), which arise or accrue under such Assigned Contracts, or are attributable to the period, from and after the Closing Date, except to the extent related to Excluded Liabilities; (k) Any and all pipe, tanks, loading racks, pumps, motors, meters, valves, fittings, interconnect equipment, miscellaneous equipment, and spare parts that are related Primarily to the Pipelines, Tanks, Terminals and the Refinery including the personal property described on Schedule 2.1(k) (collectively, the “Equipment”); (l) The name "Palisades Nuclear PlantPurchased Inventory; (m) The Books and Records; (n) The names “Pride," "Palisades" ” “Pride Companies,” “Pride Refining,” “Pride Marketing” and "Big Rock ISFSI" as any variations thereof, the marks “Pride,” “Pride Companies,” “Pride Refining,” “Pride Marketing” and any variations thereof, the design mxxx(s) shown on Schedule 2.1(n) and any other trademarks registered by any of the Sellers that are used as a designation attached to or by Sellers Primarily in the Business (collectively, the “Purchased Trademarks”), and any and all goodwill associated with the Facilities Business symbolized by the Purchased Trademarks, and any derivative tradenamesand all rights of Sellers, trademarksincluding common law rights, servicemarks with respect to the Purchased Trademarks (collectively, the “Purchased Trademark Intellectual Property”); (o) All of Sellers’ brochures, publications or logosother promotional items or materials Primarily related to the Business (the “Marketing Materials”); (p) Sellers’ internet domain name(s) (the “Domain Name”) and internet domain name registration(s) for entities using the Business or related to the Purchased Trademarks (the “Domain Name Registration(s)”) and related authorization codes (together with the Domain Name(s), the “Domain Name Intellectual Property”); (q) Sellers’ internet website(s) located at wxx.xxxxxxxx.xxx and any derivations thereof (collectively, the “Website”) and all intellectual property rights that may exist or arise in connection with the Website, including all Underlying Technology (collectively, the “Website Intellectual Property” and together with the Purchased Trademark Intellectual Property and the Domain Name Intellectual Property, the “Purchased Intellectual Property”); (r) All Claims, warranties, reimbursements, indemnities, and causes of action with respect to (i) the Purchased Property relating to the condition thereof from and after the Closing Date and (ii) the Assumed Liabilities; (s) Prepaid deposits and expenses paid to Sellers by Third Person customers; (t) Payments, if any, by Third Person customers for products ordered from Sellers by purchase order(s) issued prior to the Closing Date and the products therefor are included in the Purchased Inventory and are shipped on or after the Closing Date; (u) Payments, if any, by Third Person customers for the shipment, transportation or storage after the Effective Time of Third Party Inventory; (v) To the extent not otherwise enumerated in this Section 2.1, Sellers’ and Pride Products’ tangible and intangible assets that are related Primarily to the operation of the Business; and (w) Any goodwill related to the Business.

Included Assets. Upon The Assets shall include, without limitation, the terms following assets, properties and subject to rights of Seller and Holdings used in the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliverconduct of, or cause generated by or constituting the Business, except as otherwise expressly excluded pursuant to be sold, assigned, conveyed, transferred Section 1.1(b): (i) all interests of Seller and delivered, to Buyer, Holdings in all real properties that are owned by Seller or Holdings and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances used primarily in connection with the Business which are identified in SCHEDULE 1.1(A)(I) (except for Permitted Encumbrancesthe "FEE PROPERTIES"), ; (ii) all of Seller's rightand Holdings' interests as lessee in all real property and offices leased or subleased to Seller or Holdings and used primarily in connection with the Business, title which are identified in SCHEDULE 1.1(A)(II) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES"); (iii) those Contracts (as hereinafter defined), including purchase orders and interest noncompetition agreements, but exclusive of all leases of personal property, to which Seller or Holdings is a party described in and to SCHEDULE 1.1(A)(III), together with all Contracts that are entered into by Seller or Holdings as part of the properties and assets constituting, or primarily used Business in the ownership, maintenance or operation of, Palisades ordinary course of business after the Effective Date and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) are not prohibited by this Agreement (collectively, the "Included Assets"), including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilities, fixtures and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easements, all related rights of ingress and egress, the water intake and discharge structures to the extent such may be deemed real property (collectively, the "Real PropertyHOLDINGS CONTRACTS"); (biv) All machinery, mobile or otherwise, equipment (including computer hardware all of Seller's and communications equipment), vehicles, tools, spare parts, materials, works Holdings' rights in progress, furniture and furnishings and other items to operating leases of personal property used primarily in connection with the ownershipBusiness other than vehicles, maintenance all of which are described in SCHEDULE 1.1(A)(IV), together with all such leases that are entered into by Seller or operation Holdings as part of Palisades the Business in the ordinary course of business after the Effective Date that are not prohibited by this Agreement (the "EQUIPMENT LEASES"), subject to the consents of lessors, if required; (v) all of Seller's rights in and to the Big Rock ISFSI, including that vehicles identified in and subject to the vehicle leases listed on Schedule 2.1(bSCHEDULE 1.1(A)(V) (collectively, the "Tangible Personal PropertyVEHICLE LEASES"); (cvi) All Nuclear Fuel Inventories all office furniture, fixtures and Facility Inventories wherever located, equipment owned by Seller and Holdings and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were other equipment, parts, materials, supplies, furniture and fixtures owned by Seller or Holdings, in either case used at or primarily in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility; (d) Subject to the provisions of Section 6.4(d)Business including, all rights of Seller under the Fuel Contractswithout limitation, the Non-material Contracts equipment, furniture, fixtures, computers, servers, local area network systems, intranet systems, electronic mail and the Seller's Agreements; (e) All Transferable Permits; (f) To the extent permitted by Lawfinancial accounting equipment, except for the books software and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)systems described on SCHEDULE 1.1(A)(VI) (collectively, the "Business Books and RecordsEQUIPMENT"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (gvii) All unexpiredexcept for materials relating to Excluded Assets, transferable warranties litigation, Employee Benefit Plans, and guarantees from third parties with respect to any item other matters not constituting part of the Included Assets, originals or (at Seller's election) copies of all books, records, correspondence, files, plans and other documents and instruments of Seller or Holdings used primarily in connection with the Business, including software, financial and accounting systems and records, information technology systems and management information systems, and customer files related to the Business or to the Assets (collectively, the "RECORDS"); (hviii) The name "Palisades Nuclear Plant," "Palisades" all other intangible and "Big Rock ISFSI" as tangible personal property, all technologies, methods, formulations, data bases, trade secrets, customer lists, know-how, inventions and other intellectual property used as a designation attached to or associated primarily in connection with the Facilities Business or under development for use primarily in connection with the Business, and owned, leased or licensed by Seller or Holdings (collectively, the "PERSONAL PROPERTY"); (ix) any derivative tradenamesand all permits, trademarksauthorizations, servicemarks certificates, approvals, registrations, or logosother approvals and licenses granted by any federal, state, local or foreign court, arbitrator or administrative or Governmental Entity (as hereinafter defined) in connection with the Business to the extent transferrable (collectively, the "PERMITS"); (x) all motor fuel and inventory on hand on the Closing Date used in connection with the Business, including without limitation, all motor fuel, oil, lubricants, drilling mud and other items of tangible personal property of similar character (collectively, the "FUEL AND INVENTORY"); and (xi) all of the corporate books and records of Holdings.

Included Assets. Upon Subject to the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closingset forth below, Seller will agrees to sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will agrees to purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest (the "Subject Interest") in and to the properties following real and assets constitutingpersonal property interests, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) Assets (collectively, the "Included AssetsProperty"): (1) the refined products pipelines (the "Pipelines"), including the following:refined products tank farms (the "Tank Farms") and the refined products terminals (the "Terminals") all as shown on Exhibits "A" - Maps and "A-1" - System Descriptions, attached hereto and made a part hereof; (a2) The land described on Schedule 2.1(a) (which land comprises other than the Sites) together with all buildings, facilities, fixtures Rights-of-Way and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances thereto, including all related easementsPermits, all related rights of ingress and egressfee interests in real property appurtenant to or associated with the Pipelines, the water intake Tank Farms and discharge structures to the extent such Terminals, as may be deemed real property further described and shown on Exhibit "B" attached hereto and made a part hereof (collectively, the "Real Property"); (b3) All machinery, mobile rights-of-way and permits appurtenant to or otherwise, equipment (including computer hardware and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property used primarily in connection associated with the ownershipPipelines, maintenance the Tank Farms or operation of Palisades the Terminals, as may be further described on Exhibit "C", attached hereto and the Big Rock ISFSI, including that listed on Schedule 2.1(b) made a part hereof (collectively, "Tangible Personal PropertyRights-of-Way and Permits"); (c4) All Nuclear Fuel Inventories the contracts (including any leases or similar agreements) described on Exhibit "D" attached hereto and Facility Inventories wherever located, and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facilitymade a part hereof ("Assigned Contracts"); (d5) Subject to any and all pipe, tanks, loading racks, pumps, motors, valves, materials and supplies, fittings, miscellaneous equipment and facilities, buildings and fixtures associated with the provisions of Section 6.4(d), all rights of Seller under the Fuel ContractsPipelines, the Non-material Contracts Tank Farms or the Terminals as may be further described on Exhibit "E" attached hereto and the Seller's Agreementsmade a part hereof ("Equipment"); (e6) All Transferable Permitsthe Books and Records; (f7) To the extent permitted by Lawmembership interest in Ferrysburg Terminal, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets L.L.C.; and (including all of Seller's rights to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies 8) a surface lease of the Business Books and Records, and, with respect to the Business Books and Records land related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from third parties with respect to any item constituting part of the Included Assets; (h) The name "Palisades Nuclear Plant," "Palisades" and "Big Rock ISFSI" as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks or logos;Hartford Terminal.

Included Assets. Upon Except as otherwise expressly set forth in Section 1.3 hereof, the terms Assets shall include, without limitation, the following assets, properties and subject rights of Sellers as of the Closing Date: (a) all notes receivable, prepaid expenses, security deposits, other deposits and advances relating to the satisfaction Business; (b) all inventories, raw materials, spare parts, stores and supplies, office supplies and other inventory items used in the Business; (c) all machinery, equipment, business machines, computer hardware, vehicles, furniture, fixtures, tools, parts, leasehold and building improvements and other tangible property owned and used in the maintenance and operation of the conditions contained in this AgreementBusiness; (d) all of the signs and graphic inserts to any signage packages, at the Closing, Seller will sell, assign, convey, transfer related components and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyerperipherals, and Buyer will purchaseany other materials that have imprinted thereon any trademarks or service marks used by Sellers and owned by Sellers, assume Parent or their Affiliates (as hereinafter defined) used in connection with the Shops; (e) all right, title and acquire from Seller free interest of Sellers in all leases pursuant to which Sellers lease real property, buildings, structures, improvements, fixtures and clear equipment (collectively, the "Leased Real Property") used in the operation of the Shops (including those listed on Schedule 3.5(b) attached hereto) and the Business (collectively, the "Real Property Leases"); (f) all Encumbrances right, title and interest of Sellers in all contracts (except for Permitted Encumbranceswritten or oral), agreements or other instruments relating to the Business (including, but not limited to, those listed on SCHEDULE 1.2(f) attached hereto, but excluding those contracts, agreements or other instruments listed on Schedule 1.3(n) hereto) (the "Assumed Contracts"), including, without limitation, all purchase orders for supplies and other raw materials, machinery, equipment, inventory and other items, contracts with customers and suppliers, all leases of personal property and the Real Estate Purchase Agreement dated October 17, 1998 between Bloor and TRZ Investments, Inc. relating to the sale of the "Speedy" shop located in Macomb County, Michigan (the "Detroit Contract"); (g) all of SellerCar-X's right, title and interest in and to the properties Franchise Agreements (as hereinafter defined) listed in Schedule 3.12 attached hereto; (h) all of Sellers' prepaid expenses, credit memos and assets constitutingdeposits arising under the Assumed Contracts; (i) all of Sellers' right, or primarily used title and interest in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) (collectively, the "Included Assets")all owned real property, including the following: (a) The land described on Schedule 2.1(a) (which land comprises the Sites) together with all buildings, facilitiesstructures, fixtures and improvements located thereon, (ii) all licenses, permits, approvals, qualifications, easements and other improvements thereon including the Facilities (but excluding any personal property of Seller thereon) and all rights arising out of the ownership thereof or appurtenances relating thereto, including other than those which are not transferable as indicated on Schedule 3.10(i), as supplemented, and (iii) all related easements, all related easements and similar rights of ingress and egress, the water intake and discharge structures Sellers that are utilized in or necessary to the extent such may be deemed real property Business, (collectively, the "Real Property"); (bi) All machineryall right in the United States of the Sellers to trademarks, mobile trade names, and service marks owned or otherwise, equipment licensed by Sellers and used in the Business other than the SPEEDY Marks (including computer hardware and communications equipmentas defined below), vehiclesincluding, toolswithout limitation, spare partsthose set forth on Schedules 3.19(ii)(a), materials(iv) and (v) attached hereto and including, works where title in progressa trademark, furniture trade name or service mark xx conveyed hereby, the goodwill of the Business represented by said trademarks, trade names and furnishings service marks, (ii) all right in the United States to any trademarks, trade names and other items of personal property used primarily in connection with service marks owned or licensed by Sellers having the ownershipformative SPEEDY (hereinafter, maintenance or operation of Palisades and the Big Rock ISFSI"SPEEDY Marks"), including that including, but not limited to the marks listed on Schedule 2.1(b3.19(ii)(b), together with the goodwill of the Business represented by the SPEEDY Marks, provided that (x) Purchaser shall only use the SPEEDY Marks in those markets listed on SCHEDULE 1.2(j), and shall not use the SPEEDY Marks anywhere in the United States after the expiration of the ten-year period commencing on the Closing Date, (collectivelyy) neither Seller nor their affiliates shall use the SPEEDY Marks in the United States after the Closing Date, "Tangible Personal Property"provided that franchisees under Franchise Agreements (as defined in Section 3.12 hereof) and Franchise Reservation Agreements in existence as of the Closing Date and assumed by Purchaser, as the same may be extended or renewed, shall continue to be able to use Speedy Marks in accordance with the terms and conditions of such agreements, notwithstanding the expiration of such 10 year period, and (z) Sellers' rights in the SPEEDY Marks in all regions outside of the United States shall not be affected by this Agreement, (iii) an undivided interest, as tenant in common with Sellers or one or more of Sellers as the case may be, in and to all rights now owned by Sellers, or one or more of Sellers as the case may be, in patents, know-how, trade secrets, technical documentation and copyrights which are necessary or useful to the operation of the Shops and the Business, including without limitation the items listed on SCHEDULES 3.19(i) and (iii) attached hereto but excluding those items which are indicated on said Schedules as being non-transferrable (provided that Sellers use commercially reasonably efforts to obtain consent to transfer), and (iv) all general goodwill of the Business not represented by the aforesaid trademarks and service marks; (cj) All Nuclear Fuel Inventories and Facility Inventories wherever located, and all Nuclear Materials located at herein sometimes referred to as the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facility"Intellectual Property"; (dk) Subject to the provisions of Section 6.4(d), all rights to causes of Seller under the Fuel Contractsaction, the Non-material Contracts lawsuits, judgments, claims and the Seller's Agreements; (e) All Transferable Permits; (f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items demands of Seller primarily relating to the design, construction, licensing, regulation, operation or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights to use such documents owned by other Persons and licensed any nature available to or held for use being pursued by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, Sellers with respect to the Business Books or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise; provided, that, in the event any such causes of action, lawsuits, judgments, claims and Records related to the Big Rock ISFSIdemands arise by way of counterclaim in an action or proceeding involving either of Sellers, at such Seller's option, Seller may transfer shall have the right to Buyer originals or copies pursue such counterclaim, under its direction and control, and upon recovery of Seller's books and records relating any amount with respect to such counterclaim, shall remit to Purchaser said amount net of the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSIreasonable costs of recovery (including attorneys' fees); (gl) All unexpiredall of Sellers' right, transferable warranties title and guarantees from third parties interest in and to all guarantees, warranties, indemnities and similar rights, including all related rights of recovery and set-off, in favor of Sellers or Parent, and all proceeds under insurance policies other than as provided in Section 1.3(m), each with respect to any item constituting part of Asset or the Included AssetsBusiness; (hm) The name all of Sellers' right, title and interest under, in and to governmental permits, licenses concessions, authorizations or similar rights relating to the Business, including, without limitation, those listed on SCHEDULE 3.10(i) attached hereto other than those which are not transferable as indicated on SCHEDULE 3.10(i), as supplemented; (n) cash on hand in the Company-Owned Shops; (o) all of Sellers right, title and interest in and to other tangible and intangible assets of any kind or description, related to the operation of the Company-Owned Shops or the Business wherever located, which are owned or used by Sellers; and (p) the customer data base and originals or duplicate copies of all information, files, correspondence, records, data, plans, contracts and recorded knowledge, including supplier lists and all accounting books and records, relating to the Assets other than the Excluded Assets and other than information of the type described on SCHEDULE 1.2(p) (the "Palisades Nuclear Plant," Records"Palisades" and "Big Rock ISFSI" as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks or logos;).

Included Assets. Upon Except as otherwise expressly set forth in Section 1.1.2 hereof, the terms and subject to Assets shall include, without limitation, the satisfaction of the conditions contained in this Agreementfollowing assets, at the Closing, Seller will sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Buyer, and Buyer will purchase, assume and acquire from Seller free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest in and to the properties and assets constituting, or primarily used in the ownership, maintenance or operation of, Palisades and the Big Rock ISFSI at or prior to the Closing (other than the Excluded Assets) (collectively, the "Included Assets"), including the followingrights: (a) The land that certain real property described on Schedule 2.1(aSCHEDULE 1. 1.1(A) (which land comprises the Sites) attached hereto, together with all buildingsstructures, facilities, improvements and fixtures and other improvements thereon including the Facilities (but excluding any personal property all water lines, rights of Seller thereon) and all rights arising out of the ownership thereof or appurtenances theretoway, including all related uses, licenses, easements, all related rights of ingress hereditaments, tenements and egress, the water intake and discharge structures to the extent such may be deemed real property appurtenances belonging or appertaining thereto (collectively, the "" Owned Real Property"); (b) All the rights of Pacer in and to that certain real property and related improvements and fixtures located at 64 Rxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx (xxe "Leased Real Property" and, together with the Owned Real Property, the "Real Property") under and pursuant to the terms of that certain Lease dated January 1, 1995 between Mark X. Xxxx (xxe "Lessor"), as successor-in-interest to C. Warrxx Xxxx xxx Delmx Xxxx xxx Pacer (the "Marysville Plant Lease"); (i) all machinery, mobile equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods, and other tangible personal property described or listed in that certain Appraisal (FMV) dated August 15, 1996 as prepared by Collateral Evaluation Associates and (ii) to the extent of the right, title and interest of the Sellers therein, all such other machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods, and other tangible personal property owned by the Sellers or otherwise used, directly or indirectly, in the conduct of the Business (collectively, the "Machinery and Equipment" and, together with the Real Property, the Fixed Assets"); (d) all accounts receivable, notes receivable and other rights or claims to the payment of monies, whether for goods sold or leased or services rendered or otherwise, equipment together with all unbilled costs and fees, whether arising out of the conduct of the Business or otherwise owned by the Sellers; (including computer hardware and communications equipment), vehicles, tools, spare parts, e) all raw materials, works in progresswork-in-process and finished goods inventories, furniture and furnishings shipping materials, supplies and other items of personal property held for sale or lease or used primarily or consumed in the manufacture of finished goods, together with all office supplies and other supplies of any nature, used, directly or indirectly, in the conduct of the Business or otherwise owned by the 3 Sellers; (f) to the extent the assignment thereof is permitted by applicable law, all federal, state, local or foreign governmental franchises, licenses, registrations, permits, certifications and other similar governmental authorizations which are held by Sellers in connection with (i) the operation of the Business or (ii) the ownership, maintenance use or operation of Palisades and any of the Big Rock ISFSI, including that listed on Schedule 2.1(b) Assets (collectively, the "Tangible Personal Authorizations"), including, without limitation, all such Authorizations listed on SCHEDULE 1.1.1(F) attached hereto; (g) subject to the provisions of Section 2.3 below, all rights of the Sellers in, to and under all contracts, agreements, commitments, purchase orders, bids, quotations and other arrangements of any nature, written or oral, to which either of the Sellers are a party or pursuant to which either such Seller or any of its assets or properties are bound (collectively, the " Contracts"), including, without limitation, the Marysville Plant Lease and such other Contracts listed on SCHEDULE 1.1.1(G) attached hereto (the Marysville Plant Lease and such listed Contracts, together with all such other Contracts not otherwise "Excluded Contracts" as defined in Section 1.1.2(e) below, being referred to as the " Assumed Contracts"); (h) all right, title and interest of the Sellers in and to all (i) patents, trademarks, service marks, trade names and copyrights, whether registered or unregistered, and any applications therefor, used in the Business or under development and (ii) technologies, methods, formulations, data bases, trade secrets, know-how, inventions and other intellectual property used in the Business or under development (collectively, the "Intellectual Property"); (ci) All Nuclear Fuel Inventories all right, title and Facility Inventories wherever locatedinterest of the Sellers in and to all computer software used in the conduct of the Business (other than any such software as is otherwise generally commercially available, the "Software"), including all related documentation and all Nuclear Materials located at the Sites at Closing which Nuclear Materials were used at or in connection with Palisades or Big Rock Point Plant Operating Facility related object and resulted from the operation or maintenance of Palisades or Big Rock Point Plant Operating Facilitysource codes; (dj) Subject to the provisions of Section 6.4(d), all rights of Seller under the Fuel Contracts, the Non-material Contracts and the Seller's Agreements; (e) All Transferable Permits; (f) To the extent permitted by Law, except for the books and records that are Excluded Assets, all books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance, safety express or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in accordance with Environmental Laws, engineering design plans, documents, blueprints and as built plans, specifications, procedures, studies or reports and other similar items of Seller primarily implied warranties relating to the designAssets and all rights in, constructionto and under any representations, licensingwarranties, regulation, operation covenants and guaranties made or Decommissioning of Palisades, the Big Rock ISFSI and the Included Assets (including all of Seller's rights provided to use such documents owned by other Persons and licensed to or held for use by or for Seller or its agents) wherever located and whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller's reasonable and lawful purposes following the Closing Date as provided in Section 6.2(c)) (collectively, the "Business Books and Records"), provided, that Buyer agrees that Seller, at its option, may transfer to Buyer either originals or copies of the Business Books and Records, and, with respect to the Business Books and Records related to the Big Rock ISFSI, Seller may transfer to Buyer originals or copies of Seller's books and records relating to the Big Rock Point Plant Operating Facility, which books and records include the Business Books and Records related to the Big Rock ISFSI; (g) All unexpired, transferable warranties and guarantees from Sellers by any third parties with respect to any item constituting part of the Included AssetsAssets or under any Assumed Contracts; (hk) The name all information, files, records, data, plans, customer lists, supplier lists and other recorded knowledge related to the Business or any of the Assets; 4 (l) such right, title and interest of the Sellers, if any, in and to such tangible personal property, including molds, materials and other products in the possession or control of either of the Sellers which is owned by any customer or supplier of the Business (herein referred to as " Property Held as Bailee"Palisades Nuclear Plant," ); and (m) all right, title and interest of the Sellers in and to such other assets, properties, rights and interests of every kind and description, tangible and intangible, and wherever situated, used in, arising out of the conduct of, or comprising a part of, the Business, including, without limitation, all such assets and properties otherwise reflected on the "Palisades" and "Big Rock ISFSIConsolidated Closing Balance Sheet" as defined in Section 1.6. The Purchaser acknowledges (x) that the Sellers expressly disclaim any representation, express or implied, that the Sellers have any exclusive right to use the Operating Names and (y) that the Seller's interest in any Software used in the conduct of the Business is limited to the right to use such software and source codes as a designation attached to or associated with the Facilities licensee thereof and that Sellers do not warrant their respective ownership of any derivative tradenames, trademarks, servicemarks or logos;such Software.