LONG ISLAND ASSETS. For purposes of this Agreement, the "LONG ISLAND ASSETS" shall mean, except as set forth in the following sentence, all of the tangible and intangible assets, real, personal or mixed, that are owned by Long Island or in which it has an ownership interest and that are utilized or are held for use in connection with or are necessary to the business of Long Island, including, without limitation, all lithotripters and other property, plant, and equipment, real property leasehold rights, contract rights (including, without limitation, rights under leases of lithotripters and management agreements with the Lithotripsy Practice and non-competition agreements), telephone numbers, books and records, inventory and supplies, trade names, trademarks, cash, cash equivalents, bank accounts and accounts receivable, and, to the extent permitted by law, all licenses, permits, and authorizations. Notwithstanding the foregoing, the Long Island Assets shall not include assets disposed of from the date hereof until Closing in the ordinary course of business consistent with past practice and otherwise in conformity with the obligations of Long Island under this Agreement, Long Island's Certificate of Formation and Operating Agreement, its qualification to do business in any jurisdiction, taxpayer identification number, minute books, membership interest transfer records and other documents related specifically to such Long Island's limited liability company organization and maintenance, and its membership interest in Downstate (collectively, the "LONG ISLAND EXCLUDED ASSETS").
