Common use of Retained Assets Clause in Contracts

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (i) Retained Electronic Data; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (i) Retained Electronic Data; (ii) the El Paso Xxxx Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B8(b)(vii)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of anything to the contrary contained in this AgreementSection 2.1, the transactions contemplated by this Agreement exclude each Parties expressly understand and every rightagree that Seller is not agreeing hereunder to sell, titleassign, interest transfer or other asset in convey to Buyer any way relating to of the matters described below Retained Assets. The Retained Assets shall consist of the following property, rights and interests (except to the extent that any such property, rights or interests are reflected on the balance sheet contained in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina PartnershipsInterim Financial Statements) (including their respective successors) prior to the Closing Date (all of which are referred to as collectively, the “Retained Assets”): (i) Retained Electronic Dataany assets owned, held or used by any Parent Entity that are principally used other than in connection with the operation of the Business; (ii) any Intellectual Property owned by or licensed to any Parent Entity, provided, however, that, for the El Paso Marksavoidance of doubt, Retained Assets do not include any Seller-Owned Intellectual Property or any rights of Seller in or to any Seller-Licensed Intellectual Property; (iii) any refunds from taxing authorities attributable to any period before the Effective TimeInternet Protocol Version 4 Numbers, commonly expressed as a Classless Inter-Domain Routing notation; (iv) all booksthe corporate names “Computer Sciences Corporation”, records“CSC”, work papers“CSC Credit Services” and any name including such terms or any derivation thereof as well as any related tradenames, Tax Returns, etc., relating to Taxestrademarks or similar items; (v) to the extent owned or held by Seller or any Parent Entity at or prior to the Closing, cash and cash equivalents, certificates of deposit, bank or savings and loan accounts, U.S. government securities, and any other marketable securities of any kind or nature on or prior to the Closing Date; (vi) all rights of Seller under this Agreement, the Ancillary Agreements and the transactions contemplated hereby, as well as all records prepared in connection with the sale of the Acquired Assets pursuant to this Agreement, including analyses relating to the Acquired Assets and the Business in connection with such sale (other than records prepared for or otherwise provided to Buyer in connection herewith); (vii) without limiting Sections 13.2 and 13.3, any refunds or reimbursements with respect to Taxes relating to any period occurring prior to the Closing Date; (viii) all accounts receivable owned by Seller but that are owed by a Parent Entity; (ix) any rights to contribution, indemnity and/or defenses related to the ownership of the Acquired Assets or the Business prior to Closing to the extent related to the Retained Obligations or any circumstance requiring indemnification of Buyer by Seller hereunder; (x) the minute books, stock transfer records and similar corporate records of Seller; (xi) the financial, accounting, payroll and similar records and systems owned by a Parent Entity; (xii) all Employee Benefit Plans and any related trust or assets thereof; (xiii) any rights under any deferred compensation, equity award plan, or other agreement between a Parent Entity, on the one hand, and any Transferred Employee on the other hand; (xiv) customer relationships to the extent involving the sale or provision by a Parent Entity of non-Business products and services to any customer of Seller; (xv) all insurance policies or other agreements of insurance that relate and rights thereunder, except to the extent expressly provided in Section 2.1(a)(xiii); (xvi) any assets owned, leased or businesses licensed by a Parent Entity which are used to provide Services to Buyer pursuant to the Transition Services Agreement; (xvii) all defenses related to the Retained Obligations; (xviii) any Seller data to the extent already embedded within any systems of any Parent Entity, provided that such data is not used in violation of such Acquired Company, except with respect to any claims made prior to the Effective TimeNoncompetition Agreement or this Agreement; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not includexix) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(fassets (if any) listed on Schedule 2.1(b)(xix); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreementanything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to Assets do not include the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company following (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (a) All claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Retained Electronic DataAssets, copies of all Records necessary to process such claims after the Closing; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or indemnity, (ii) the El Paso Marks; under any bond or (iii) any refunds from taxing authorities attributable to any period before insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time; (ivc) all booksAll claims of Seller for refunds or loss carry forwards with respect to (i) production, recordsseverance, work papersexcise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time, Tax Returns, etc., relating (ii) any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to Taxesthe Retained Assets; (vd) all insurance policies All proceeds, income, revenues, claims, refunds or other agreements of insurance that relate to the assets or businesses of benefits (including any of such Acquired Company, except with respect benefit attributable to any claims current or future Laws in respect of “royalty relief” or other similar measures) not otherwise enumerated above, as well as any security or other deposits made prior to the Effective Time, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client privilege; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (vij) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Excluded Assets.

Retained Assets. (a) Notwithstanding any other provision anything to the contrary contained herein, Seller and its Affiliates shall retain, and shall not be obligated to sell, transfer, assign or deliver to Buyer, their respective rights, titles or interests in or to the Retained Assets. (b) For purposes of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating notwithstanding anything to the matters described below to the extent in any way owned bycontrary contained herein, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”):” mean the following: (i) Retained Electronic Dataall assets and properties to the extent not dedicated or related to the Consumer Care Business (other than, for the avoidance of doubt, to the extent rights are granted in or to those assets or properties pursuant to the Ancillary Agreements); (ii) the El Paso MarksRetained Sites and, except to the extent constituting Transferred Inventory, all assets located at the Retained Sites (other than assets owned by the Companies or any of their Subsidiaries); (iii) any refunds from taxing authorities attributable (A) all accounts receivable (other than (x) those accounts receivable that are payable to any period before a Company or a Subsidiary thereof, which shall be included in the Effective Timecalculation of Closing Date Net Working Capital, and (y) the Canadian Accounts Receivable) and (B) all credits, prepaid expenses, deferred charges, advance payments actually made, security deposits, prepaid items and duties (other than those of a Company or a Subsidiary thereof, which shall be included in the calculation of Closing Date Net Working Capital), in each case, even if related to the Consumer Care Business; (iv) all books, records, work papers, Tax Returns, etc., relating to TaxesRetained Marks; (v) all insurance policies or unused form invoices, shipping documents, purchase orders and other agreements of insurance preprinted business forms that relate to the assets or businesses of have any of such Acquired Company, except with respect to any claims made prior to the Effective Time; andRetained Mark thereon; (vi) any filesall permits, records, contracts licenses and other governmental authorizations used in connection with the ownership or other documents operation of the Retained Sites; (vii) except to the extent set forth in Section 2.3(a)(x), all Tax data and records of the Transferred Business relevant to Pre-Closing Tax Periods; (viii) all minute books, stock records and, charter documents, corporate seals and other books, records or documents relating to the Seller Group, records or materials relating to any internal investigation conducted by, or on behalf of, Seller or any of its Affiliates to the extent not relating primarily to the Companies, any of their Subsidiaries, the Consumer Care Assets or the Consumer Care Business, and any other records or materials relating to any analysis of the Buyer’s bid Seller or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates generally and not relating primarily to the Companies, any of their Subsidiaries, the Consumer Care Assets or the Consumer Care Business (other than the Rx Regulatory Documentation); (ix) all consideration received by, and all rights of, Seller pursuant to this Agreement or any designee. Notwithstanding Ancillary Document; (x) all cash and cash equivalents (including marketable securities and short term investments) and deposits held by the Seller Group related to the Consumer Care Business; (xi) subject to Section 10.2(e), all insurance benefits, including rights and proceeds, arising from or primarily relating to the Transferred Assets and accrued prior to the Closing; (xii) all assets that relate to any Plan (or portion thereof) covering Business Employees employed in the United States or that is not required to be transferred, assigned or delivered to Buyer or its Affiliates under applicable Law; (xiii) all assets or properties, including Intellectual Property, in Embargoed Countries; (xiv) all rights under Contracts, all equipment, supplies and other fixed assets, all permits, licenses, other governmental authorizations, and any other assets in each case to the extent necessary for Seller or its Affiliates to perform their obligations under the Transition Services Agreement, or the Seller to Buyer Master Product Supply Agreement; (xv) all documents, files, records, data, studies, reports, information and any other assets relating to the switch of the status of any pharmaceutical product that contains montelukast sodium, rizatriptan benzoate or mometasone furoate (excluding any nasally inhaled pharmaceutical product containing mometasone furoate monohydrate (Nasonex) in the markets set forth in Annex A) as an active pharmaceutical ingredient to a pharmaceutical product for which a prescription from a health care professional is not needed in order for a consumer to buy or use such pharmaceutical product (“OTC”), including any Drug Approval Applications for an OTC version of a pharmaceutical product that contains montelukast sodium, rizatriptan benzoate or mometasone furoate (excluding any nasally inhaled pharmaceutical product containing mometasone furoate monohydrate (Nasonex) in the markets set forth in Annex A) as an active pharmaceutical ingredient; and (xvi) any assets or properties set forth in Section 2.5(b) of the Seller Disclosure Schedule. (c) For purposes of this Agreement, and notwithstanding anything to the contrary provided elsewhere contained herein, “Retained Assets” includes all assets, property, rights and interests of Seller and its Affiliates with respect to the Rx Product Business other than the Transferred Rx Product Assets. (d) Notwithstanding anything in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply Agreement to the Retained Assets. For contrary, on or prior to the avoidance of doubtClosing, but without limiting Seller shall, if it deems necessary or appropriate, cause the generality of the foregoingCompanies and their Subsidiaries to convey, neither the transfer, assign and deliver to Seller nor or any of its Affiliates is assuming Affiliates, any right, title and interest of any of the Company and its Subsidiaries in and to those assets, rights and properties, which, if held by any Company or otherwise becoming responsible any Subsidiary of any Company, would constitute a Retained Asset, for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(Bsuch consideration (or no consideration) relating to the Retained Assetsas shall be determined by Seller.

Retained Assets. Notwithstanding any other provision of this Agreementanything, the transactions contemplated by this Agreement exclude each and every rightexpress or implied, title, interest or other asset in any way relating to the matters described below contrary contained herein, Purchaser expressly understands and agrees that Seller shall not sell to the extent in any way owned byPurchaser, or that in any way accrued to the benefit ofand Purchaser shall not purchase, any of the assets, properties or rights of Seller and its Affiliates that are not Acquired Company Assets, including the following (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as collectively, the “Retained Assets”): (ia) Retained Electronic DataUse of any trade names and trademarks and domains that are not listed on Schedule 2.2(e); (iib) the El Paso MarksAll Intellectual Property that is not Acquired Intellectual Property and all uses thereof; (iiic) All finished goods inventory that is not the Finished Inventory, all isoprene rubber inventory that is not IR Inventory, all raw materials inventory that is not Raw Materials, and all work in process inventory that is not WIP Inventory; (d) All of Seller’s and its Affiliate’s Contracts that are not Acquired Contracts, including all of Seller’s or its Affiliate’s contracts, agreements, arrangements or commitments that are partially (but not primarily) related to the Cariflex Business, including those contracts listed on Schedule 2.3(d); (e) All rights of Seller and its Affiliates under this Agreement and any refunds from taxing authorities attributable other Transaction Agreement, and any records, data, information or communications produced by or for Seller or its Affiliates or their Representatives in connection with the potential transfer of the Acquired Assets to any period Person, including analyses relating to the Acquired Assets, records of discussions regarding the sale of the Acquired Assets and any confidential or privileged information regarding the Transaction, and all records, data, information, or communications that are not an Acquired Asset; (f) All Tax Returns and other Tax records, reports, data, files and documents related to Seller or its Affiliates (other than a Tax Return or other Tax record, report, data, file or document solely related to an Acquired Entity); (g) All rights to refunds, rebates, credits, abatements or similar benefits relating to Taxes and other governmental charges of whatever nature arising out of Seller’s operation of the Cariflex Business or ownership of the Acquired Assets, in each case, for any Pre-Closing Period; (h) All assets held under or in connection with any Company Employee Benefit Plan that is not an Assumed Benefit Plan; (i) All Polymerization Technology, subject to the Polymerization License Agreement; (j) The real property parcels located within the Facility and all improvements, equipment and other physical assets located thereon, as described on Schedule 2.3(j); (k) All claims, causes of action and demands of any nature arising out of or related to the Proceedings arising out of or related to the activities and operations of the Cariflex Business or Kraton Polymers do Brasil Indústria e Comércio de Produtos Petroquímicos Ltda. before the Effective TimeTime (the “Retained Litigation”); (ivl) all booksAll information technology systems, recordshardware, work paperssoftware, Tax Returnslicenses, etc.routers and other appurtenances, relating to Taxes; (v) all insurance policies or other agreements of insurance software and hardware that relate to is used in connection with Seller’s and its Affiliate’s enterprise-wide systems and the assets or businesses of any of enterprise-side systems such Acquired Companyas SAP, except SuccessFactors, Office 365, Dynamics 365, and Concur; provided that, with respect to any claims made prior hardware referred to in this provision, only to the Effective Timeextent not primarily used, primarily held for use or intended to be used primarily for the Cariflex Business; and (vim) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the The Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(fdescribed on Schedule 2.3(m); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision the purchase by Buyers of this Agreementthe Transferred JV Interests, Buyers acknowledge and agree that the transactions contemplated by this Agreement exclude each assets of the Purchased Companies and every rightthe Purchased Subsidiaries shall not include, title, interest and Buyers shall not acquire or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit ofpurchase, any Acquired Company of the following assets (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as collectively, the “Retained Assets”):), it being agreed that any such Retained Assets shall be assigned or transferred, prior to or substantially contemporaneously with the Closing, to Seller Parent or one or more of its designees pursuant to Section 6.16: (i) Retained Electronic Datathe Seller Marks; (ii) all books and records which relate primarily to the El Paso MarksRetained Assets or Retained Liabilities (provided that, following the Closing, Seller Parent shall provide the JV Company and Buyers with reasonable access to the portion of such books and records that relate to the Business upon reasonable request and in accordance with Section 6.04(b), mutatis mutandis); (iii) all Tax Returns of any refunds from taxing authorities attributable of the Retained Companies except to the extent that such Tax Returns primarily relate to Taxes of any period before of the Effective TimePurchased Companies or Purchased Subsidiaries; (iv) all booksrefunds and credits of Taxes of (x) any Retained Company, records(y) any member of the Parent Group (other than the Purchased Companies or the Purchased Subsidiaries), work papersor (z) any Purchased Company or Purchased Subsidiary to which the JV Company Holders are entitled pursuant to Section 6.10(k), Tax Returns, etc., relating it being understood that the transfer or payment of such refunds and credits of Taxes (or portion thereof) referred to Taxesin this clause (z) shall be governed exclusively by Section 6.10(k); (v) subject to Section 6.13, all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller Parent or any of its Affiliates relating and all rights with respect thereto which relate to the Business; (vi) all credit card terminals and virtual credit card terminals and all corporate credit cards and fuel cards issued to any analysis of the Buyer’s bid or offer Business Employees; (vii) all Shared Contracts and any analysis of any other bids or offers with respect Shared Permits (in each case, subject to any such Acquired Company or Section 6.15 and Section 6.16); (viii) (A) all or any part of such Acquired Company Assetsaccounting software (Great Plains, including those in competition with the Buyer’s bid or offer. Prior to the Closing DateCognos, TM1), billing software, route management software (i.e., Trux/Tower/PC Scale), maintenance software (i.e., Dossier, TMT, M5), employee management software (i.e., Workday and Concorde for employee safety reports), customer relationship management software, customer data entry workflow software (Laserfiche), information technology support systems, SKADA software, Microsoft Power BI software, Workday Finance software, GFL My Account, Customer Connect & Payment Portal, GFL local website pages & GFL Connect website, Five9 systems and campaigns, lockboxes, shared email boxes, GFL email addresses on BYOD cellphones and corporate devices, the GFL Customer care phone number and customer facing GFL central 1-800 numbers, and GFL social media sites, (B) all applications and other systems that have been or are currently planned to be decommissioned (including EMS, ETS, RAPA, GP, XMS and HR systems and timekeeping) and all historical records on such systems, (C) all software applications owned by or licensed to Seller shall cause any such Acquired Company to transfer, for Parent or without consideration, the Retained Assets to the Seller, any of its Affiliates and used in both the Business and any of the Retained Businesses, and (D) all other IT Systems owned by or leased or licensed to any designee. Notwithstanding anything of the Retained Companies; (ix) the GFL Benefit Plans and any related trusts, insurance contracts, services agreements or other similar agreements or arrangements and all assets related thereto (except to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include extent transferred to any Transferred Benefit Plan or Cloned Benefit Plan); and (and similar terms or phrases contained in the Transaction Agreements shall not includex) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality all of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(fassets and properties set forth on Schedule 1.03(d)(x); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreementanything in SECTION 2.1 to the contrary, the transactions contemplated by this Agreement Purchased Assets exclude each the following assets, properties, rights and every rightinterests (collectively, titlethe "RETAINED ASSETS"), and the Buyer will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest or other asset whatsoever in any way relating to of the matters described below to Retained Assets: (a) All Cash, except for any Cash held on the extent in any way owned Closing Date by, or that in any way accrued to for the benefit ofof the E&PA Business by, any Acquired Company Transferred Subsidiary; (other than those actually owned b) All amounts resulting from any antitrust or price-fixing litigation, action, suit, claim, proceeding or investigation arising out of actions taken or not taken by suppliers of the Javelina Partnerships) (including their respective successors) E&PA Business or suppliers of the Seller prior to the Closing Date; it being understood that, without limiting the right of the Seller to control the prosecution or settlement of any such litigation, action, suit, claim, proceeding or investigation, the Seller shall not retain any right to receive any benefit from any changes in terms to the Buyer, its subsidiaries or the E&PA Business at any time after the Closing Date, whether or not such changes in terms result, directly or indirectly, from any litigation, action, suit, claim, proceeding, or investigation; (c) All tangible assets and property (other than inventory specified in SECTION 2.1(f)), and rights and interests therein, of the Seller located at 0000 Xxxxxxxx Xxxx, Xxxxx, Arkansas and 000 Xxxxxx Xxxxxxxxx, XxXxxxxx, Wisconsin that are not listed on SCHEDULE 2.1(r); (d) All assets, property, rights and interests therein of the Seller used in the U.K. Business that are listed on SCHEDULE 2.2(d); (e) The Retained Trade Names; (f) Any refund of Taxes attributable to any taxable period ending before the Closing Date or, with respect to a Straddle Period, attributable to the portion of such Straddle Period ending on and including the Closing Date, however generated, but excluding any refund to the extent received as a result of the carry back of a net operating or capital loss arising in any taxable period beginning after the Closing Date; (all g) All rights and interests of which are referred to as the “Retained Assets”): Seller under (i) Retained Electronic Data; this Agreement and the Ancillary Agreements and (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents rights and interests of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all Subsidiaries under, or any part of such Acquired Company Assets, including those in competition with tangible or intangible assets or property that are the Buyer’s bid or offer. Prior to the Closing Datesubject of, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Services Agreement, the term Acquired Company Assets does not include (Supply Agreement, the Brand License Agreement, the Patent and similar terms or phrases contained Technology License, the PolyOne Receivable and the Transition Services Agreement, subject in the Transaction Agreements shall not includecase of clause (ii) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubtBuyer's rights under such agreements; (h) The equipment set forth on SCHEDULE 2.2(h); and (i) All rights, but without limiting the generality title and interest in, to and under any assets of the foregoingsame nature as the categories of assets covered by SECTIONS 2.1(h), neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f2.1(i); provided, however2.1(k)(ii), that the Seller is providing the indemnification specified in Section 8(b)(ix)(B2.1(n), 2.1(p) relating and 2.1(t) to the Retained Assetsextent such assets are not Purchased Assets as defined in those sections.

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”"RETAINED ASSETS"): (i) Retained Electronic Data; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; (vi) the Dauphin Excluded Assets; and (vivii) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s 's bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s 's bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s 's representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B8(b)(ix)(D) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to Acquired Assets shall not include the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of Assets which are referred to as be retained by Seller and not sold or assigned to Purchaser (collectively, the “Retained Assets”):), which shall be limited to the following: (a) Cash and Cash Equivalents in the aggregate amount equal to (i) the amount required to fund the Wind-Down Budget, (ii) the amount required to fund any remaining amounts under the Transition Budget, (iii) the amount required to fund any remaining amounts of the Seller’s Professionals Carve-Out, and (iv) the amount required to fund any remaining amounts of the UCC Professionals Carve-out (if any); (b) all shares of capital stock or other equity interests in any Subsidiary, or securities convertible into or exchangeable or exerciseable for any such shares of capital stock or other equity interests, to the extent that any such shares of capital stock or other equity interest are excluded from the Acquired Assets; (c) all rights of Seller in and to all Contracts other than the Designated Contracts; (d) all deposits and all prepaid charges, Taxes and expenses of Seller solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability, including, without limitation, (i) security deposits with third party suppliers, vendors, service providers or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, (iv) prepaid Taxes (including ad valorem Taxes, personal property Taxes and real estate Taxes), and (v) pre-payments, in each case of clauses (i) through (v), solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability. (e) all losses, loss carryforwards and rights to receive refunds, and credits with respect to any and all Taxes of Seller (and/or of its Affiliates); (f) all Tax Returns of Seller; (g) all personnel files for Employees who are not Transferred Employees and personnel files of Transferred Employees that may not be Transferred under Applicable Laws; (h) books and records that Seller is required by Applicable Law to retain to the extent they relate exclusively to the Retained Assets or the Retained Liabilities; (i) customer relationships, goodwill and other intangible assets relating to, symbolized by or associated exclusively with the Retained Electronic DataAssets; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (ivj) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance claims that relate to the assets or businesses of Seller may have against any of such Acquired Company, except Person solely with respect to any claims made prior to other Retained Assets; (k) any of Seller’s director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the Effective Timeforegoing, including any tail policies or coverage thereon), and any of Seller’s rights, claims, demands, proceedings, causes of action or rights of set off thereunder; (l) the Devens Excluded Assets and the Wafer Excluded Assets; and (vim) any files, records, contracts or other documents all right and claims of Seller arising under this Agreement and the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained AssetsAncillary Agreements.

Retained Assets. Notwithstanding any other provision of this AgreementThe Parties acknowledge and agree that, except as specifically listed in Section 1.01(a), the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in Acquired Assets shall not include any way relating to assets of the matters described below to Company that are not necessary for the extent in any way owned by, or that in any way accrued to conduct of the benefit of, any Acquired Company Business as it has been conducted during the twelve (other than those actually owned by the Javelina Partnerships12) (including their respective successors) months prior to the Closing Date date of this Agreement and is currently being conducted by the Company, including without limitation, the following (all of which are referred to as the “"Retained Assets”"): (i) Retained Electronic Dataany cash and cash equivalents, accounts and notes receivable and securities (excluding capital stock of Affiliates) of Company or any of its Affiliates (including all intercompany and intracompany receivables other than the intercompany accounts receivable relating to Company's Subsidiaries in Japan and Europe), all bank account balances and all petty cash) and security deposits or advances deposited or paxx xx or on behalf of Company as lessee, sublessee or guarantor or pursuant to any Real Property Leases; (ii) any amounts payable to or claims or causes of action of Company or any of its Affiliates in respect of Taxes, including duty drawbacks, Tax credits and Taxes refundable to Company or any of its Affiliates in respect of transactions prior to the El Paso MarksEffective Time or in respect of the period or portion thereof ending on or prior to the Effective Time; (iii) any refunds from taxing authorities attributable due from, or payments due on, claims with the insurers of Company or any of its Affiliates in respect of losses arising prior to any period before the Effective Time; (iv) all books, recordsdocuments, work papers, Tax Returns, etc., records and files prepared in connection with or relating to Taxesthe transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Business; (v) all insurance policies such portion of the Business Information that Company or other agreements its Affiliates are, in the reasonable opinion of insurance Company's counsel, required by Law or by agreement with a third party to retain, provided that relate to the assets or businesses of any Purchaser shall be provided copies of such Acquired Company, except material unless contrary to Law or agreement with respect to any claims made prior to the Effective Time; anda third party; (vi) any files, records, contracts or other documents asset of the Seller Company or any of the its Affiliates relating to any analysis that would constitute an Acquired Asset if it were owned by Company on the Closing Date that is conveyed or otherwise disposed of during the period from the date hereof until the Closing Date (x) in the ordinary course of business and not in violation of the Buyer’s bid or offer and any analysis terms of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, (y) as otherwise expressly permitted by the term Acquired Company Assets does not include terms of this Agreement or (and similar terms or phrases contained in z) with the Transaction Agreements shall not includewritten consent of Purchaser; (vii) the Company Benefit Plans; (viii) those items listed on Schedule 1.01(b)(i) (Retained Diagnostic Development Assets), and, accordingly, the Seller’s representations, warranties 1.01(b)(ii) (Retained Drug Repositioning Asset) and covenants shall not apply to the 1.01(b)(iii) (Retained Corporate Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, and (ix) any asset of Company that is used primarily in connection with the Seller is providing Drug Repositioning Business or the indemnification specified in Section 8(b)(ix)(B) relating to the Retained AssetsDiagnostic Development Business.

Retained Assets. Notwithstanding any other provision of this AgreementSection 2.01, the transactions contemplated by this Agreement exclude each and every all right, title, title and interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including of Sellers and their respective successors) prior Affiliates in the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to the Closing Date Buyer (all of which are referred to as collectively, the “Retained Assets”): (i) Retained Electronic DataAll cash and cash equivalents of the Transferred Business; (ii) All non-assignable or non-transferable Permits of the El Paso MarksTransferred Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); (iii) any refunds from taxing authorities attributable to any period before All claims by Sellers under this Agreement, the Effective TimeEscrow Agreement or the Transition Services Agreement; (iv) all books, records, work papers, Tax Returns, etc., relating to TaxesAll assets or rights of Sellers not primarily used in the Transferred Business; (v) The following marks and names: U.S. Industries Inc., USI or any derivative thereof; (vi) To the extent attributable to any time or period ending on or prior to the Closing Date and to the extent not an asset included in the calculation of Final Net Worth, the right to receive any workers’ compensation rebate, surplus or credit (excluding any rebates, surpluses or credits relating to worker’s compensation claims that are Assumed Liabilities pursuant to this Agreement), and any refund of Tax in respect of the Transferred Business, including, without limitation, income tax, provincial sales tax and goods and services tax; (vii) All books, records, files and papers, whether in hard copy or computer format, (A) prepared in connection with this Agreement or the transactions contemplated hereby or (B) primarily relating to Retained Liabilities and all minute books and corporate records of Sellers other than those primarily used in the Transferred Business; (viii) To the extent primarily relating to or primarily arising out of a Retained Liability or Retained Asset, all rights, privileges, claims, demands, refunds and indemnification agreements in favor of any Seller with, and indemnification and similar rights against, third parties, manufacturer’s warranties and all claims under such warranties, offsets and other claims, including claims for insurance payments; (ix) Subject to Section 7.12, all insurance policies maintained by any Seller or other agreements USI that insure the Transferred Business or any of insurance that relate its property, plant, equipment, officers, directors, employees or agents against any Liability, loss, damage or loss profits for any reason or purpose (the “Business Insurance Policies”) and all recoveries or rights to the assets or businesses same; (x) The capital stock of any all Subsidiaries of such Acquired Company, except with respect to any claims made prior Sellers (other than SuperVent and Industrias); (xi) All rights under the Lease relating to the Effective TimeDallas Property; (xii) All assets and contracts the benefits of which the Transition Services Agreement expressly or by implication envisages will be made available by Sellers or their respective Affiliates to Buyer and its Affiliates following the Closing Date; and (vixiii) All products and intellectual property of any fileskind presently or at any time in the past owned (in whole or in part) by the Companies, recordsany of their respective Affiliates, contracts or other documents of the Seller or any of its Affiliates relating their respective predecessor or successor corporations, related in any way to any analysis the manufacture, sale, or specification of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all asbestos or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include asbestos-containing product (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f“ACP”); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (i) Retained Electronic Data; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere --------------- contained in this Agreement, (a) it is the term Acquired intent of the parties hereto that, from and after the Closing, none of the Purchaser, any DMS Company Assets does not include or any DMS Subsidiary shall have any right, title or interest in, to or under any of the rights, properties or assets listed or described in Section 1.8 of the Disclosure Schedule (and similar terms or phrases contained collectively, the "Retained Assets"), other than such rights as are specifically provided for in the Transaction Agreements shall not includeLicense Agreement and the Marketing Services Agreement, (b) the Seller may cause any DMS Company or any DMS Subsidiary to assign, convey and deliver to the Seller or its designee prior to the Closing any right, title or interest in, to or under the Retained AssetsAssets that the applicable DMS Company or DMS Subsidiary may have, andother than such rights as are specifically provided for in the License Agreement and the Marketing Services Agreement, accordingly(c) the Purchaser shall, upon the Seller’s representations's reasonable request and at its expense, warranties cause the DMS Companies and covenants shall not apply the DMS Subsidiaries to assign, convey and deliver to the Seller or its designee at any time after the Closing any right, title or interest in, to or under the Retained AssetsAssets that any DMS Company or any DMS Subsidiary may have, other than such rights as are specifically provided for in the License Agreement and the Marketing Services Agreement, and (d) the Purchaser shall not, and from and after the Closing shall cause the DMS Companies and the DMS Subsidiaries not to, claim, use, exploit or otherwise treat the Retained Assets in any manner that is inconsistent with the intent expressed in this Section 1.8. For At the avoidance of doubtClosing, but without limiting the generality Seller shall ensure that there shall be no more than $100.00 in each of the foregoing, neither bank accounts listed on Section 1.8 of the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained AssetsDisclosure Schedule.

Retained Assets. Notwithstanding any other provision Anything in Section 1.1 to the contrary --------------- --- notwithstanding, there shall be excluded from the Assets to be sold, assigned, transferred and conveyed to Buyer hereunder and not included within the meaning of the term "Assets" (such excluded assets being referred to as the "Retained Assets") (a) all rights of Seller under this Agreement; (b) all rights to refunds, the transactions contemplated by this Agreement exclude each and every right, title, interest rebates or other asset in credits of any way relating to the matters described below to the extent in any way owned by, Taxes for all periods (or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnershipspartial periods) (including their respective successors) ending at or prior to the Closing Date Date; (c) any insurance policies; (d) all of which are referred the assets and rights of Seller under any benefit plans or benefit arrangements, including but not limited to Seller Benefit Plans (as the “Retained Assets”): hereinafter defined, but without limitation by reference to Employees) or to Seller Benefit Arrangements (i) Retained Electronic Data; as hereinafter defined, but without limitation by reference to Employees); (ii) the El Paso Marks; (iiie) any refunds from taxing authorities attributable cash, negotiable securities, certificates of deposit and other cash equivalents; (f) any deposits received by Seller at or prior to Closing and any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., payments or prepayments relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made periods prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date; (g) any medical, the Seller shall cause any such Acquired Company to transferpayroll and employee personnel and benefit records; (h) all registered and unregistered trademarks, for or without considerationservice marks, the Retained Assets to the Sellerservice names, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include trade styles and trade names (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality supplies bearing any of the foregoing), neither the Seller nor and all associated goodwill, all statutory, common law and registered copyrights, all patents, all applications for any of its Affiliates is assuming the foregoing and all trade secrets that do not relate primarily to the Activity, including without limitation, except as otherwise provided herein or otherwise becoming responsible for in the Transition Services and Supply Agreement any Obligation rights in the use of the names set forth in Schedule 1.7 (except as provided below); (i) --- all confidential and proprietary information of Seller that does not relate primarily to the Activity; (j) any other intangible assets, other than those expressly transferred pursuant to this Section 2(f)1.1 hereof; (k) any expenses which are --- prepaid at or prior to the Closing, and (l) all other assets and properties of Seller not specifically referenced as being sold to Buyer pursuant to Section 1.1. --- Buyer shall have the royalty-free right to use the names set forth in Schedule 1.7 for purposes of selling or distributing marketing/brochure material, --- packaging, and items of Inventory that contain such names and that are delivered to Buyer at Closing or are purchased by Buyer from Seller during the Transition Period pursuant to the Transition Services Agreement, provided, however, Buyer shall in no event have the right to use the names set forth in Schedule 1.7 in --- connection with packaging and marketing/brochure material after the second anniversary of the Closing Date nor shall Buyer have the right to use the names set forth in Schedule 1.7 in connection with the items of Inventory after the --- third anniversary of the Closing Date. Notwithstanding the above, Seller grants to Buyer a license to use the Secure-All trademark for a renewable term of ten (10) years from the Closing Date for the limited purpose of marketing, distributing and selling patient safety devices generally of the type or related to those patient safety devices described in Exhibit A. The term of use shall - renew automatically for an additional three (3) terms of ten (10) years each. Buyer shall not sell any product in connection with the Secure-All trademark that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating does not conform to the Retained Assetsproduct standards that Seller may reasonably establish and communicate to Buyer from time to time in order to maintain the consistency and quality of products associated with the Secure-All trademark.

Retained Assets. Notwithstanding any other provision of this Agreementthe foregoing, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in Acquired Assets shall not include any way relating to of the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company following (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (ia) Retained Electronic Datathe corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account or other records relating to the corporate organization, maintenance and existence of the Seller which the Seller must retain pursuant to applicable Laws; (iib) cash on hand or in banks, cash equivalents and financial investments including without limitation cash, cash equivalents and financial investments used as collateral for liabilities relating to the El Paso MarksPessac Business; (iiic) rights to security deposits and any refunds from taxing authorities attributable prepaid expenses relating to any period before the Effective TimePessac Business (including those that would carry over post-Closing); (ivd) all booksrights and claims against third parties (including, recordswithout limitation, work papers, Tax Returns, etc., relating to Taxes; (v) all any rights under insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any contracts for claims made caused by facts which have occurred prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date) pertaining to any Retained Assets or Retained Liability and all other rights related to Retained Assets and Retained Liabilities, (e) subject to ARTICLE VIII, the rights to any claims of the Seller shall cause for any tax or social security refunds whatsoever arising in relation to the period prior to Closing; (f) all contracts between solely Seller and its Affiliates and inter-company non trading receivables between Seller and its Affiliates; (g) all Business Receivables; (h) any assets, properties or rights used and/or operated by the Seller located on the Pessac Facility but not primarily dedicated to the Pessac Business, as listed in Schedule 1.1.2(h) that are, subject, however, to the rights granted to the Purchaser under the Ancillary Agreements; (i) any assets, properties or rights used and/or operated by the Seller not located on the Pessac Facility that are not primarily dedicated to the Pessac Business, (j) Intellectual Property Rights of the Seller, except for the Acquired IP Rights and the limited license rights granted to Purchaser under the Ancillary Agreements, (k) all rights, claims and credits of Seller to the extent relating to any Retained Assets (including any such Acquired Company to transferitems arising under insurance policies, for or without considerationguaranties, warranties, indemnities and similar rights in favor of Seller in respect of any Retained Assets). The Parties acknowledge that exclusion of the Retained Assets from the scope of the Acquired Assets shall be without prejudice to the Seller, any rights of Purchaser or its Affiliates or any designee. Notwithstanding anything pursuant to the contrary provided elsewhere in this Transitional Services Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of anything to the contrary in this Agreement, the transactions contemplated by this Agreement exclude each Sellers shall not sell, convey, transfer, assign or deliver, and every right, title, interest Buyer shall not purchase or other asset in acquire any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (assets of Sellers other than those actually owned by the Javelina Partnerships) Purchased Assets. Without limiting the generality of the foregoing, the Buyer shall not acquire any of the following assets (including their respective successors) prior to the Closing Date (all of which are referred to as collectively, the “Retained Assets”): (ia) Retained Electronic DataAll cash, bank deposits, bank accounts, certificates of deposit, pre-paid amounts with third parties, vendor deposits, customer deposits, performance bonds and/or cash equivalents (including marketable securities and short term investments); (iib) All rights of Sellers under this Agreement or the El Paso MarksRetained Contracts; (iiic) All insurance policies of each Seller and all rights thereunder (including, without limitation, any and all insurance refunds from taxing authorities attributable or claims made under such policies relating to any period the Purchased Assets on or before the Effective TimeClosing Date); (ivd) All Tax assets and attributes and all booksclaims which any Seller, recordsan Affiliate of any Seller, work papersor the Business may have, on or after the date hereof, against any Governmental Authority for refund or credit of any type with respect to Taxes applicable to the Business for periods ending on or prior to the Sale Date, including, without limitation, any Tax Returns, etc., relating refund due to TaxesSellers with respect to periods ending prior to the Sale Date; (ve) The organizational documents, minute books, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, personnel records, stock records and Tax Returns of Sellers and other similar books and records, financial records, books of account, bank and brokerage records and statements and any other books and records which Sellers are prohibited from disclosing or transferring to Buyer under applicable Law or is required by applicable Law to retain; (f) All rights to any action, suit or claim of any nature available to or being pursued by Sellers, whether arising by way of counterclaim or otherwise, including but not limited to (i) claims for breach of contract, or breach of fiduciary duty or tort claims and (ii) all insurance policies Sellers’ claims or other agreements causes of insurance that relate action, including those vested in any Seller under Sections 541, 542, 544, 545, 547, 548 and 549 (and, to the assets or businesses extent applicable for remedies, Sections 550 and 551) of any of such Acquired Company, except with respect to any claims made prior to the Effective TimeBankruptcy Code; and (vig) any filesThe assets, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer properties and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(frights specifically set forth on Schedule 2.2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by anything in this Agreement exclude each to the contrary, Seller is retaining ownership and every possession of, and Seller is not selling, transferring, conveying, assigning or delivering to Purchaser any right, titletitle or interest of Seller in, interest to or other asset in under any way relating to of the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company following assets (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”):) of Seller: (a) any assets identified on Schedule 1.2(a) to this Agreement and any equity or other ownership interests in each of the entities listed on Schedule 1.2(a) hereto; (b) all Employee Benefit Plans; (c) Tax records (including Tax Returns), minute books and other corporate books and records of Seller relating to its corporate existence and maintenance; (d) any claim, right or interest of Seller in any Tax refunds, assessments or credits due to Seller for any period, other than Tax refunds, assessments or credits with respect to any Assumed Taxes; (e) all of Seller’s right, title and interest in, to or under any Contract or Permit to the extent not assigned by Seller to Purchaser in accordance with the terms of this Agreement; (f) all insurance policies and all rights of Seller to insurance benefits and all proceeds under insurance policies arising from or relating to any Losses with respect to the Retained Assets or Retained Liabilities (excluding insurance benefits and all proceeds under insurance policies that relate to Purchased Assets); (g) all claims, rights or causes of action related to any Retained Asset or Retained Liability; (h) all of Seller’s rights under any agreement by and between Seller and the Shareholder; (i) Retained Electronic Dataexcept as provided in Section 1.1(m) above, all cash and cash equivalents and marketable securities of Seller, together with Seller’s rights in and to any and all bank accounts, as of the Closing Date; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (ivj) all booksof Seller’s rights in and to, recordsand ownership of, work papersthe name under which it is doing business and any names related or substantially similar thereto, Tax Returnsincluding without limitation, etc., relating to Taxes; (v) all insurance policies “RayTrans Distribution Services,” “RayTrans” or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Timesubstantially similar words; and (vik) any files, records, contracts or other documents all of the Seller or any of its Affiliates relating to any analysis of the BuyerSeller’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in rights under this Agreement, the term Acquired Company Assets does not include including payments to be made to Seller hereunder, and any Transaction Document (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(fas defined herein); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating anything to the matters described below contrary, all other assets of the Sellers which are not Acquired Assets or Later Identified Assets are specifically excluded from the sale, transfer, conveyance, assignment and delivery to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company Buyer (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): ). Notwithstanding any provision of Section 2(a) or Section 6(b) to the contrary, each of the following shall be deemed a Retained Asset and shall not be an Acquired Asset or Later Identified Asset: (i) Retained Electronic Data; all cash and cash equivalents of the Sellers, and all bank accounts of the Sellers, (ii) all employee benefit plans (including any assets thereof) and insurance policies of the El Paso Marks; Sellers, (iii) all permits, licenses, authorizations, approvals, consents and franchises of the Sellers issued by any refunds from taxing authorities attributable to any period before Governmental Entity, and all Contracts of the Effective Time; Sellers other than the Assigned Contracts, (iv) all booksrights of the Sellers under this Agreement or any other Transaction Agreement, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies corporate seals, stock record books, corporate record books, and minute books (including minutes of meetings of directors and shareholders or other agreements committees thereof), (vi) all Records having to do with the organization or capitalization of insurance the Sellers, or that relate are in the nature of electronic mail, or that are not transferable to (or may not be provided to) the Buyer under applicable law, or to the extent relating to Retained Assets or Retained Liabilities, (vii) all issued or outstanding securities of the Sellers, and all rights of the Sellers against the holders thereof or under the agreements relating to the issuance thereof or with securityholders of the Sellers, (viii) all Tax Returns of the Sellers, all Tax assets or businesses of any the Sellers, and all Tax refunds of such Acquired Companythe Sellers, (ix) all laptop computers, cell phones and other tangible personal property of the Sellers, except for those set forth on Schedule 2(a)(iii), (x) the Libra Marks, and (xi) all present and future claims, warranties, causes of action, choses in action, and other rights with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts Retained Asset or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained AssetsLiability.

Retained Assets. Notwithstanding any other provision Sellers and their Subsidiaries shall retain ownership of this Agreementtheir existing rights, title and interest in the following assets (the "Retained Assets"), which shall not be included as Purchased Interests and shall not be taken into account in the calculation of Total Equity as of the date of the Reference Balance Sheet, the transactions contemplated Estimated Closing Date Balance Sheet or the Closing Date Balance Sheet: (a) cash-on-hand (other than any petty cash-on-hand at the facilities located on the Real Property) xxx xash and cash equivalents in bank accounts maintained by this Agreement exclude each Sellers, including any cash suspense accounts, but excluding any Securitization Cash Collateral; (b) Sellers' equipment, furniture, fixtures and every rightother tangible personal property, titleother than as provided in Section 2.2(m); (c) any Tax refunds (or credits) to the extent provided in Article VIII; (d) any assets of Sellers or of any of their Affiliates not used or held for use primarily in the Credit Card Business or the Financial Products Business, interest including: (i) all assets, contractual rights and other property (whether real or other asset personal and whether tangible or intangible) primarily used or held for use in any way or relating to the matters described below to retail merchandizing businesses (including any catalog business) of Sears or any of its Affiliates and (ii) all of the extent in capital stock or equivalent ownership interests of any way owned by, Subsidiary or that in any way accrued to the benefit of, any Acquired Company Affiliate of Sears (other than those actually owned by the Javelina PartnershipsAcquired Subsidiary Stock); (e) any insurance covering Retained Liabilities; (including f) any rights of Sellers under the Account Agreements or any of the other Purchased Interests to fees and reimbursements under such agreements and any indemnification, hold-harmless or similar rights in favor of Sellers or their respective successorsSubsidiaries (other than the Acquired Subsidiary) relating to the conduct of the Credit Card Business or the Financial Products Business prior to the Closing Date (all of which are referred to as the “Retained Assets”): (i) Retained Electronic DataClosing; (ii) the El Paso Marks; (iiig) any refunds from taxing authorities attributable rights to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies security deposits or other agreements amounts deposited with any state or other jurisdiction or regulatory authority in connection with the qualification, certification, licensing or permitting of insurance that relate to Sellers in connection with the assets or businesses conduct of any of such Acquired CompanySellers' businesses, including the Credit Card Business and the Financial Products Business, except with respect to such security deposits or other amounts deposited that relate to a qualification, certification, license or permit that are transferred to Purchaser pursuant to Section 2.2(u); (h) all rights and interests in any claims made prior interest rate swap Contract or other derivative financial instrument relating to the Effective Timesecured or unsecured debt of Sears and its Affiliates; (i) the customer data included in the Sears Customer Data Warehouse, even if such data is duplicated in the Acquired Cardholder Information; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not includej) the assets set forth in Schedule 2.3(j) and as may be provided in Section 6.2(e) (the "Other Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f"); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding any other provision of this Agreementanything contained herein to the contrary, the transactions contemplated by this Agreement exclude each and every rightSeller shall not sell, titleassign, interest transfer, convey or other asset in any way relating deliver, or cause to be sold, assigned, transferred, conveyed or delivered, to the matters described below to Buyer, and the extent in Buyer shall not purchase from the Seller any way owned byof the following assets, or that in any way accrued to properties, interests and rights of the benefit of, any Acquired Company Seller (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “"Retained Assets”"): (i) all Tax Returns, company charters, minute books, stock records and corporate seals and all other books and records of the Seller, to the extent such books and records relate exclusively to the Retained Electronic DataAssets or the Retained Liabilities; (ii) all cash and cash equivalents, such as bank deposits, certificates of deposits and marketable securities, including any cash used as collateral for letters of credit or performance bonds of the El Paso MarksSeller; (iii) all claims for any refunds from taxing authorities (or rights thereto) relating to Taxes and other governmental charges of any nature attributable to or imposed upon the Seller or any period before of its Subsidiaries or the Effective Timeconduct of the Business on or prior to the Closing Date, other than the claims for refunds set forth in Section 1.1(a)(vii); (iv) all booksshares of stock or any other ownership interest in any corporation, recordspartnership, work papers, Tax Returns, etc., relating to Taxestrust or other entity held by the Seller; (v) all contracts set forth in Section 1.1(b)(v) of the Seller Disclosure Schedule; (vi) all insurance policies or benefits (other agreements of insurance that relate than those relating to the assets Health Plan Policies); (vii) all claims and causes of action of the Seller against other Persons (regardless of whether or businesses not such claims and causes of any action have been asserted, are xxxxxx or inchoate, known or unknown, contingent or noncontingent), and all rights of indemnity, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Seller (regardless of whether such Acquired Company, except with respect to any claims made prior rights are currently exercisable) arising from or relating to the Effective TimeRetained Liabilities, excluding those arising from, but only to the extent relating to, the Acquired Assets; (viii) deposits of the Seller with, and refunds from, the Internal Revenue Service, including tax deposits, prepayments and estimated payments; deposits made pursuant to, and refunds under, Section 7519 of the Internal Revenue Code of 1986, as amended (the "Code") and all rights to such deposits and refunds and all interest on such deposits and refunds; (ix) Contracts and Permits, in each case which are not legally transferable, each of which is set forth in Section 1.1(b)(ix) of the Seller Disclosure Schedule; (x) the Non-Competition Agreement, dated February 3, 2000, between the Seller and Xxxxxxx X. Xxxx; (xi) all Employee Plans (other than the Health Plan Policies); and (vixii) any files, records, contracts or other documents all rights of the Seller or any of its Affiliates relating under this Agreement and the Ancillary Agreements to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates which it is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assetsa party.

Retained Assets. Notwithstanding any other provision The following properties, assets, rights and interests of the Sellers (the "Retained Assets") are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Assets: (a) the Sellers' rights under this Agreement; (b) all cash and cash equivalents other than Excess Cash (and not including Accounts Receivable) and marketable securities of the Sellers and their Affiliates, including, without limitation, any cash deposited as, or to secure, bonds posted by any one or more of the Sellers with respect to any Retained Litigation and tax liabilities of the Sellers, which cash the Sellers agree to deposit into the Closing Account (as defined in Section 1.2(k) below) immediately prior to the Closing; (c) the shares of capital stock of any of the direct or indirect subsidiaries of any one or more of the Sellers; (d) any and all tax attributes of any one or more of the Sellers, including, without limitation, any net operating loss carryforwards and tax refunds; (e) any and all of the rights of any one or more of the Sellers under, with respect to or related to all claims, causes of action, choses in action and rights of recovery (collectively, "Claims") any one or more of the Sellers has, or may have, against: (i) KPMG Peat Marwick LLP ("KPMG") or any of its Affiliates; (ii) Genesis Insurance Company, Federal Insurance Company or any of their respective Affiliates (collectively, the transactions contemplated by this Agreement exclude each and every right, title, interest "Insurance Companies"); or (iii) any one or more parties (but only insofar as those Claims against any one or more of such other asset in any way relating parties relate to the matters described below subject matter of the Claims against any one or more of KPMG and the Insurance Companies referred to above or any of the Retained Claims (as hereinafter defined)) whether or not currently pending; (f) all rights of set off or recoupment held by any one or more of the Sellers against any creditor whose claims are not included in the Assumed Liabilities (as hereinafter defined), in each case, to the extent in related to those claims; (g) all avoiding power causes of action arising under Chapter 5 of Title 11 of the United States Code (the "Bankruptcy Code"); (h) any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (and all of which are referred the rights of any one or more of the Sellers under, with respect to as or related to any of the “agreements (collectively, the "Retained Assets”):Agreements") between any one or more of the Sellers and: (i) Xxxxxxx & Marsal, Inc.; (ii) Xxxxxx Xxxxxxxx LLP; and (iii) Xxxxxx Brothers, Inc.; (i) Retained Electronic Data; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable right, if any, of PCN to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents receive payment of the Seller or any of its Affiliates relating "Second Cash Payment" from Medical Manager Northwest, Inc. ("MMN") pursuant to any analysis Article 2 of the Buyer’s bid or offer Asset Purchase Agreement dated as of July 2, 1999, among PCN, WM, Medical Manager and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with MMN (the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this "SmartPractice Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f"); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.;

Retained Assets. Notwithstanding any other provision of this Agreementanything to the contrary in Section 2.1 through Section 2.8 or elsewhere herein, the transactions contemplated by this Agreement exclude each and every rightAssets do not include the following (collectively, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (a) All rights and interests of Seller (i) Retained Electronic Data; under any policy or agreement of insurance or indemnity, (ii) the El Paso Marks; under any bond or (iii) any refunds from taxing authorities attributable to any period before insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring or accrued prior to the Effective Time; (ivb) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies All claims of Seller for refunds or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except loss carry forwards with respect to (i) Asset Taxes for any claims made period prior to the Effective Time; and , (viii) income, franchise or similar taxes or (iii) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply taxes attributable to the Retained Assets. For ; (c) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future Laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, attributable to periods prior to the avoidance of doubtEffective Time as well as any security or other deposits made, but without limiting attributable to (i) the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible Assets for any Obligation pursuant period prior to this Section 2(f)the Effective Time, or (ii) any Retained Assets; provided, however, that that, for the purposes of this Section 2.9(c), Retained Assets shall not include any such proceeds, income, revenues, claims, refunds or other benefits insofar and only insofar as related to any Assumed Obligation; (d) All documents and instruments of Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Assets that may be protected by an attorney-client or attorney-work product privilege, other than title opinions relating to the Assets; (e) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets; provided, however, that, for the purposes of this Section 2.9(e), Retained Assets shall not include any such audit rights insofar and only insofar as related to any Assumed Obligation; (f) originals of all data, information and records relating to tax and accounting matters and copies of all other Records; and (g) Those items more particularly identified and described on Schedule 2.9 hereto.

Retained Assets. Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to Acquired Assets shall not include the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of Assets which are referred to as be retained by Seller and not sold or assigned to Purchaser (collectively, the “Retained Assets”):), which shall be limited to the following: (a) Cash and Cash Equivalents in the aggregate amount equal to (i) the amount required to fund the Wind-Down Budget, (ii) the amount required to fund any remaining amounts under the Transition Budget, (iii) the amount required to fund any remaining amounts of the Seller’s Professionals Carve-Out, and (iv) the amount required to fund any remaining amounts of the UCC Professionals Carve-out (if any); (b) all shares of capital stock or other equity interests in any Subsidiary, or securities convertible into or exchangeable or exerciseable for any such shares of capital stock or other equity interests, to the extent that any such shares of capital stock or other equity interest are excluded from the Acquired Assets; (c) all rights of Seller in and to all Contracts other than the Designated Contracts; (d) all deposits and all prepaid charges, Taxes and expenses of Seller solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability, including, without limitation, (i) security deposits with third party suppliers, vendors, service providers or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, (iv) prepaid Taxes (including ad valorem Taxes, personal property Taxes and real estate Taxes), and (v) pre- payments, in each case of clauses (i) through (v), solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability. (e) all losses, loss carryforwards and rights to receive refunds, and credits with respect to any and all Taxes of Seller (and/or of its Affiliates); (f) all Tax Returns of Seller; (g) all personnel files for Employees who are not Transferred Employees and personnel files of Transferred Employees that may not be Transferred under Applicable Laws; (h) books and records that Seller is required by Applicable Law to retain to the extent they relate exclusively to the Retained Assets or the Retained Liabilities; (i) customer relationships, goodwill and other intangible assets relating to, symbolized by or associated exclusively with the Retained Electronic DataAssets; (ii) the El Paso Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (ivj) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance claims that relate to the assets or businesses of Seller may have against any of such Acquired Company, except Person solely with respect to any claims made prior to other Retained Assets; (k) any of Seller’s director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the Effective Timeforegoing, including any tail policies or coverage thereon), and any of Seller’s rights, claims, demands, proceedings, causes of action or rights of set off thereunder; (l) the Devens Excluded Assets and the Wafer Excluded Assets; and (vim) any files, records, contracts or other documents all right and claims of Seller arising under this Agreement and the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained AssetsAncillary Agreements.

Retained Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement or any other provision of this AgreementTransaction Document, the transactions contemplated by this Agreement exclude each and every rightfollowing assets of Seller (collectively, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”):) are not part of the Acquired Assets and shall remain the property of Seller after the Closing: (a) All cash and short-term investments, and bank accounts, of Seller; (b) All minute books, stock records and corporate seals of Seller; (c) Any shares of capital stock of Seller held in treasury; (d) All personnel records that Seller is required by Applicable Law to retain in its possession (provided, that, to the extent permitted by Applicable Law, Seller shall deliver copies of such records to Federated prior to the Closing, but only with respect to those employees of Seller that Federated (or its Subsidiaries) will hire upon Closing); (e) Rights in connection with and assets, including insurance benefits, of any Seller Plan; (f) All employment agreements or employment offer letters or outstanding, unaccepted offers of employment, or non-solicitation agreements, commission agreements, consulting agreements or other employment-related agreements; (g) All Accounts Receivable relating to periods on or prior to the Closing Date; (h) All claims for refund of Taxes and other governmental charges relating to periods on or prior to the Closing Date; (i) Retained Electronic DataAll insurance proceeds relating to periods on or prior to the Closing Date; (iij) All credits, prepaid expenses, other prepaid items, deferred charges, advance payments, and security deposits existing as of the El Paso MarksClosing Date; (iiik) any refunds from taxing authorities attributable All amounts received in respect of claims for refunds, set-off, indemnification or warranty made with respect to any period before operation of the Effective TimeBusiness on or prior to the Closing Date; (ivl) all booksAll rights, recordsdemands, work paperscauses of action, Tax Returns, etc., Litigation and other claims of Seller against third parties relating to Taxes; (v) all insurance policies the Acquired Assets, the Business, the Products, or other agreements of insurance that relate to the assets any Seller Plan or businesses of any of such Acquired Company, except with respect to any claims made current or former employee or independent contractor associated with Seller or its respective Affiliates, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, or otherwise, to the extent related to the operation of the Business on or prior to the Effective TimeClosing Date; (m) All amounts received in respect of demands, causes of action, Litigation and other claims of Seller against third parties relating to the Acquired Assets, the Business or the Products finally determined prior to, or initiated on or prior to and pending on, the Closing Date; (n) All (i) insurance policies of Seller and (ii) insurance benefits of Seller, including rights and proceeds, arising from or relating to the Acquired Assets, the Business or the Products, to the extent related to the operation of the Business on or prior to the Closing Date; (o) All Governmental Approvals, and any pending applications therefor or renewals thereof, other than those identified on Schedule 2.1(o) that are transferred to Federated or its Affiliates; (p) This Agreement and all other Transaction Documents, including Seller’s rights hereunder and thereunder; and (viq) any files, records, contracts or All taxpayer and other documents identification numbers of the Seller or any of its Affiliates Seller; (r) All qualifications to do business as a foreign corporation and arrangements with registered agents relating to any analysis foreign qualifications; and (s) All Tax Returns of the Buyer’s bid Seller; (t) Any other asset of Seller identified or offer and any analysis of any other bids described on Schedule 2.2 or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior otherwise specifically included as a Retained Asset pursuant to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any terms of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) relating to the Retained Assets.

Retained Assets. Notwithstanding anything in the Transaction Documents or any other provision writing to the contrary, Buyer is purchasing only the Transferred Assets and Buyer expressly understands and agrees that all other assets and properties of this AgreementSellers shall be excluded from the Transferred Assets (such excluded assets, the transactions contemplated "Retained Assets"), including, without limitation the following: (a) All Customer Accounts Receivable and cash and cash equivalents of Sellers, including securities, deposits (other than Customer Deposits and Transferred Prepaids), investments in money market funds, commercial paper, certificates of deposit, treasury bills and accrued interest thereon; (b) All rights of Sellers in all Intellectual Property Rights owned or controlled by this Sellers pursuant to license or otherwise and whether or not used in the Business, other than the Transferred Intellectual Property Rights and the Intellectual Property Rights granted to Buyer under the Technology License Agreement exclude each and every rightthe Transition Services Agreement; (c) All rights under all Contracts of Sellers that are not Transferred Contracts; (d) All books and records of Sellers that are not Transferred Books and Records; (i) Any refunds, title, interest credits or other asset in assets or rights (including interest thereon or claims therefor) with respect to any way Taxes (as defined below) which are Retained Liabilities (as defined below) of Sellers, and (ii) all of Sellers' Tax Returns relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) Business for all periods prior to the Closing Date (all of which are referred to as and any notes, worksheets, files and documents relating thereto except the “Retained Assets”): (i) Retained Electronic DataTransferred Books and Records; (iif) Any rights (including rights of Sellers to indemnification and any policy of insurance) and claims and recoveries under litigation of Sellers against third parties arising out of or relating to events occurring on or prior to the El Paso MarksClosing Date; (iiig) any refunds from taxing authorities attributable to any period before Any asset of Sellers transferred or otherwise disposed of by Sellers in the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies ordinary course of the Business on or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective TimeClosing Date; and (vih) any files, records, contracts or other documents All assets of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(ix)(B) Sellers relating to the Retained AssetsERISA Plans (as defined below).