Common use of Retained Assets Clause in Contracts

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”): (a) Unrestricted Cash; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and (g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Notwithstanding Except as set forth in Section 2.01 hereof or anything else in this Agreement to 1.2(a), the contrary, all Associated Subsidiaries shall retain the real and personal property and other assets of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller Associated Subsidiaries or any of its their Affiliates for (as defined in Section 3.22) that relate primarily to the period accruing prior businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to and after the Closing Date Business or that relate primarily to the Retained Liabilities (collectively, the “"Retained Assets”):"), including: (ai) Unrestricted Cashall bank accounts and cash and cash equivalents of the Associated Subsidiaries; (bii) all non-assignable or non-transferable Permits rights, claims and credits of the Business (Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the parties are unable to obtain the required consent to the assignment Associated Subsidiaries or any of their Affiliates in respect of any such Permit)other Retained Asset or any Retained Liability; (ciii) any claims arising out [Reserved] (iv) all rights of any Retained Assets or Retained Liabilitiesthe Company and the Associated Subsidiaries and their Affiliates under this Agreement, includingthe Transitional Services Agreement (as defined in Section 5.12 ), without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement; (v) all documents prepared in connection with the Resort as described sale of the Business and the Assets to CNCO, exclusive of documents prepared in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County ordinary course of business in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount operation of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (fvi) all personal property owned by any Employee financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any employee of Westin their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or Troonthe Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, including certain printersCNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, docking stations and fitness equipmentcombined or unitary income Tax returns, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(fprovided that copies of back up for such returns may reasonably be requested by CNCO), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and (gvii) the assets set forth Retained Assets described in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall controlExhibit 1.1(b).

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s Supernus expressly understands and its Affiliates’ right, title and interest in and to agrees that the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any properties of its Affiliates for the period accruing prior to and after the Closing Date SLI (collectively, the “Retained Assets”):) shall be retained by SLI and its Affiliates and not included in the Contributed Assets: (a) Unrestricted Cashall cash and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (b) all non-assignable or non-transferable Permits of insurance policies relating to the Business (to or the extent the parties are unable to obtain the required consent to the assignment Contributed Assets and all claims, credits, causes of any such Permit)action or rights thereunder; (c) any claims arising out all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of any Retained Assets or Retained Liabilitiesdoubt but without limiting the foregoing the patents and patent applications, includingtogether with all foreign equivalents thereof, without limitation, that certain action filed by Seller to contest and other items set forth on Schedule 2.02 and the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the ResortSLI Compound Know-How; (d) Seller’s right to payments from Aon Corporation in the total amount other property and assets of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationthe Retained Business set forth on Schedule 2.02; (e) any asset of Seller all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of its Affiliates not used the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Businesstransactions contemplated hereby; (f) all personal property owned by any Employee or any employee minute books and corporate records of Westin or Troon, including certain printers, docking stations SLI and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; andits Affiliates; (g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” Pre-Closing Accrued Income and the definition Pre-Closing Receivables; (h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Retained AssetsPrepaid Expenses”, the definition of “Retained Assets” shall control).

Retained Assets. Notwithstanding Section 2.01 hereof or anything else to the contrary contained in this Agreement, except as otherwise set forth in the Employee Matters Agreement, the Parties understand and agree that the Purchased Assets shall not include, and neither Atlas nor any of the Atlas Subsidiaries is selling, assigning, transferring or conveying to AHD pursuant to this Agreement to any of Atlas’ or the contrary, all of Seller’s and its AffiliatesAtlas Subsidiaries’ (including the Purchased Entities’) right, title or interest in, to or under (i) all of the items listed in any subsection of this Section 2.3, and interest (ii) any other assets not described in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date Section 2.2 (collectively, the “Retained Assets”): (a) Unrestricted Cashother than the Purchased Assets described in clauses (a) through (s) of Section 2.2, all assets, business lines, properties, rights, Contracts and claims of Atlas or any Atlas Subsidiary, wherever located, whether tangible, real, personal or mixed, related to the Atlas Post-Closing Business or not related to the Transferred Business; (b) other than (i) any Purchased Equity Interests, any equity interests in any Purchased Entity that are not Purchased Equity Interests, (ii) any Drilling Partnership Equity Interests, and (iii) any equity interests in any Person directly or indirectly held by Atlas Lxxxxxxxx, LLC, all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of equity interests in any such Permit)Person; (c) other than (i) any claims arising out Assets of Drilling Partnerships (including any Retained Assets or Retained Liabilitiesright, including, without limitation, that certain action filed by Seller title and interest in any Oil and Gas Lease assigned to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as any Drilling Partnership) and (ii) any Oil and Gas Interests described in Schedule 2.02(gany of clauses (a) attached hereto through (r) of Section 2.2, all Oil and any future actions filed by SellerGas Interests, if any, relating to including the property tax assessment for 2005 by Pinellas County in connection with Wxxxx listed on Section 2.3(c) of the ResortAtlas Disclosure Letter; (d) Seller’s right other than the Purchased Assets described in clauses (a)(ii), (b), (d) and (e) of Section 2.2, (i) all real property together with any and all buildings, structures, improvements and fixtures located thereon, including the real property listed on Section 2.3(d)(i) of the Atlas Disclosure Letter and (ii) all real property leases and, to payments from Aon Corporation in the total amount extent covered by such leases, any and all buildings, structures, improvements and fixtures located thereon, including the real property leases listed on Section 2.3(d)(ii) of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationthe Atlas Disclosure Letter; (e) any asset other than (i) the Purchased Assets described in clauses (f), (g) or (l) of Seller Section 2.2 and (ii) the Hedging Cash, all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities or similar cash items (“Cash”), of Atlas or any of its Affiliates the Atlas Subsidiaries that are not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the BusinessPurchased Entities; (f) other than the Transferred Permits, all personal property owned Permits; (g) other than the Purchased Assets described in clauses (j), (k) or (m) of Section 2.2, all Software and Technology; (h) other than the Purchased Assets described in clauses (j), (k) or (m) of Section 2.2, all Intellectual Property; (i) other than the Purchased Assets described in clause (b) or (h) of Section 2.2, all Equipment; (j) other than the Purchased Assets described in Section 2.2(l), all performance, surety and road bonds and cash held in escrow; (k) other than the Purchased Assets described in clauses (j), (k) or (m) of Section 2.2, all books and records (including all computerized books and records, and all files, papers, tapes, disks, keys, correspondence, reports, plans, drawings and specifications, invoices, forms, cost information, sales and pricing data, customer records, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, investor records, catalogs, sales, promotional and advertising materials, technical data, operating records, operating manuals, instructional documents, materials and analyses prepared by consultants and other third Persons, quality records and reports and other printed or written materials, land and title records (including abstracts of title, title opinions, and title curative documents), operations, environmental, production, accounting and regulatory compliance records, facility and well records); (l) other than the Purchased Assets described in clauses (n) or (o) of Section 2.2, all rights under or pursuant to warranties, representations and guarantees, and all rights to indemnities and releases from third parties; (m) other than the Purchased Assets described in clauses (g), (n), (o) or (p) of Section 2.2 all claims, defenses, causes of action, choses in action or claims of any Employee kind that are available to or being pursued by Atlas or any employee of Westin the Atlas Subsidiaries whether as plaintiff, claimant, counterclaimant or Troonotherwise; (n) all rights under this Agreement or any Specified Agreement; (o) other than the Transferred Business Contracts and any contractual rights described in Section 2.2(a)(ii), all Contracts, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in Contracts listed on Section 2.3(o) of the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxAtlas Disclosure Letter; and (gp) the assets set forth any interests in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” Atlas America, LLC’s participation and the definition of “Retained Assets”development agreement with Reliance Marcellus, the definition of “Retained Assets” shall controlLLC.

Retained Assets. Notwithstanding Section 2.01 hereof The Parties expressly agree that excluded from the Assets sold or anything else in this Agreement assigned to Buyer hereunder are (i) all accounts receivable arising out of or generated by the Business prior to the contraryClosing, whether or not reduced to a xxxx or invoice prior to the Closing (the “Seller Receivables”), a listing of which is attached hereto as Schedule 1.3(a); provided, further, the Parties acknowledge and agree that the Seller Receivables include the accounts receivable that have been pledged as security to Fifth Third Bank pursuant to that certain promissory note, dated February 5, 2005, by and among Fifth Third Bank and Seller (the “Pledged Receivables”); (ii) all personnel records and other records that the Seller is required by law to retain in its possession; (iii) all governmental permits and other governmental authorizations that the Seller is required by law to retain in its possession (iv) all cash on hand, cash equivalents, investments and bank accounts of Seller’s the Seller at the Closing Date other than as set forth in Section 1.1(1) above, (v) all claims for the refund of Taxes and its Affiliates’ rightother governmental charges of whatever nature, (vi) that certain real property lease by and between Seller and MSAC Limited (relating to 00000 Xxxxxxxx Xxxxxx, Country Club Hills, Illinois 60478, having a commencement date of February 18, 2006) (the “Country Club Hills Property”), (vii) subject to Section 1.10 hereof, those certain assets located at the Country Club Hills Property as specified on Schedule 1.3(b) (the “Country Club Hills Inventory”), (viii) all rights, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained Homsys software (including any licenses thereto) utilized by Seller or any of its Affiliates for the period accruing prior billing and collection of accounts receivable, (ix) those books, records and documents necessary for Seller and/or Fifth Third Bank to collect the Seller Receivables (including the Pledged Receivables), and after (x) without in any manner limiting the Closing Date foregoing, those assets listed on Schedule 1.3(c) hereto (collectively, the “Retained Assets”): (a) Unrestricted Cash; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and (g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrarycontrary contained in Section 2.1 above, all of Seller’s and its Affiliates’ right, title and interest in and to the Purchased Assets exclude the following propertiesassets, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and which shall be retained by Seller whether or any not related primarily or exclusively to the operation of its Affiliates for the period accruing prior to and after the Closing Date GlobalTrak Business (collectively, the “Retained Assets”): (a) Unrestricted Cash2.2.1. All assets of any kind or nature of Seller which are not used or intended for use primarily or exclusively to the GlobalTrak Business; 2.2.2. all cash, cash equivalents and short-term investments, except for any insurance proceeds payable to Purchaser under Section 2.1.7, the DLA Cash Deposit and Prepaid Items; 2.2.3. Seller’s rights and proceeds under this Agreement and any agreements, certificates, or instruments to be executed hereunder; 2.2.4. Seller’s organizational documents, stockholder records, agreements or instruments governing the internal affairs between Seller and its stockholders, Plan records and files, databases and files and records relating to employees or personnel matters (bexcept those relating to Transferred Employees) and all non-assignable or non-transferable Permits Tax Returns of Seller together with the records relating thereto (the “Retained Records”); 2.2.5. Seller’s rights to and claims for Tax refunds attributable to any period prior to the Closing regardless of the Business (timing of filing of any related Tax Return; 2.2.6. All assets of, and rights in connection with, the Plans; 2.2.7. Except to the extent the parties are unable otherwise provided in Section 2.1.7, all insurance policies and rights thereunder, including all insurance proceeds which Seller has a right to obtain the required consent receive based upon events, circumstances or occurrences prior to the assignment of any such Permit)Closing; (c) any 2.2.8. All rights, claims arising out and causes of action relating to any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller Asset or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxRetained Liability; and 2.2.9. Those assets listed on Schedule 2.2.9; 2.2.10. All inventories that are not Products; 2.2.11. All Permits of Seller which arise out of or relate to the operation of the GlobalTrak Business that are not transferrable under applicable Law and listed on Schedule 2.2.11; 2.2.12. All rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of Seller that do not exclusively or primarily relate to the Purchased Assets or Assumed Liabilities; 2.2.13. All of Seller’s vehicles, office furniture, trade fixtures, leasehold or other improvements to real property; and 2.2.14. All ownership, rights, and interests in all records, data and information that are subject to the attorney-client privilege or other legal privilege or protection in favor of Seller relating in any way to either: (gi) the assets negotiation, documentation, approval, closing, or any other aspect relating to this Agreement and the transactions contemplated hereby, or (ii) the prosecution or the defense of any claims of any kind, type or nature by or against the Seller with respect to the matter set forth in on Schedule 2.02(g) attached hereto2.2.14 (collectively the “Privileged Documents”). In The parties hereto further agree that the event foregoing privileges and protections belong to the Seller and may be waived or modified only with the written consent of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall controlSeller.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in Sellers and Pen Holdings hereby retain and except from the Assets and the terms of this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title title, and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “"Retained Assets”"): (a) Unrestricted Cash;all current and future improvements, structures, fixtures, and personal property and the property conveyed to Fork Creek from Glen Xxxxxxxx xx deed dated February 3, 1999, and recorded in Deed Book 2463, page 620, Kanawha County Clerk's Office (the "Andexxxx Xxxperty"), all as described on Schedule 2.2(b) hereto; (b) all agreements pertaining per se to the assets described in Subsection 2.2(a) above and/or the mining operations conducted on the Real Property by Fork Creek and which are agreements typically held by coal mining operators such as, by way of example, leases for mobile equipment, vehicles or office equipment, coal sales contracts and agreements pertaining to infrastructure located on and mining operations conducted on the Real Property. Such agreements shall include, but not be limited to, those agreements described on Schedule 2.2 (b) all nonhereto it being acknowledged and agreed that Retained Assets shall not include any real property (other than the Andexxxx Xxxperty) or mineral estate or any easement, right-assignable of-way, license or non-transferable Permits of other agreement regarding real property ownership or rights to use real property on what is commonly referred to as the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); Fork Creek properties; (c) all amounts paid to any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating prior to the property tax assessment for 2005 by Pinellas County in connection with Closing under the Resort; three Timber Agreements dated March 24, 2000, July 10, 2000 and November 2, 1999, respectively, each between Fork Creek and Gilbxxx-XXX Lumber Company; and (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and (g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.the

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement In addition to the contraryassets, properties and rights excluded from the definition of Harvxx Xxxertainment Assets in Section 1.1, Sellers are not selling, and Purchaser is not purchasing, any of the following assets, properties or rights, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and which shall be retained by Seller or any of its Affiliates for Sellers (collectively referred to herein as the period accruing prior to and after the Closing Date (collectively, the “"Retained Assets”"): (a) Unrestricted Cash; (b) all non-assignable Any assets, properties or non-transferable Permits rights that are not used primarily in the conduct of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Harvxx Xxxertainment Business, including, without limitation, all booksthe assets, filesproperties and rights used primarily in the conduct of the film business of Pepix/Xxxhx Entertainment Group, records Inc., a California corporation ("PM Entertainment") and related documents and materials a wholly owned subsidiary of Seller and any of its Affiliates not related to the BusinessCompany; (fb) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipmentThe License Agreements regarding the film "Casper's Haunted Christmas", and the furniture film "Baby Xxxx'x Xxxat Easter Adventure" (and computer equipment all proceeds and accounts receivable relating thereto (including, without limitation, the Retained Receivables and all overages)) for which deal memos or executed agreements were either in negotiation, pending, entered into or renewed prior to February 1, 2001, all as listed on Schedule 1.2(b); (c) The accounts, notes and other receivables, and other rights to payment of money, of Sellers arising under the owner’s office at the Resort set forth in License Agreements listed on Schedule 2.02(f1.2(b), including, without limitation, those listed on Schedule 1.2(c) (the laptop "Retained Receivables"); (d) Any cash on hand, and Blackberry used by Kxxxx Xxxx; andcash in transit from Hearst Entertainment in the amount of up to $229,825, and in bank accounts of Sellers and Sellers' rights in and to any capital stock and other equity interests in third parties; (e) Any pensions or profit sharing plans, and the assets thereof, and all other employee benefit plans or arrangements and the assets thereof; (f) Any real property and leases of, and other interests in, real property of Sellers, including, without limitation, deposits relating thereto; (g) Any capital stock or other equity interests of Sellers or any of their Affiliates; (h) All securities and equipment in the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” various Company subsidiaries (including, without limitation, PM Entertainment, Inferno Acquisition Corp., Sunland Studios, Inc., BHP, HCI, Firetrap, Inc., Shadow Hills Post LLC and Harvxx Xxxhions LLC), all filmed entertainment properties owned by PM Entertainment, and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.films "Layover" and "Roxanne's Best Christmas;"

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to Except for the contraryPurchased Assets and the Purchased IP Assets, Buyer shall not acquire any, and Sellers and IP Sellers shall retain all of Seller’s and its Affiliates’ right, title and title, benefit or interest in and in, to or under any other assets, properties or rights of Sellers or IP Sellers (the "Retained Assets"), including the following propertiesassets, assets properties and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):rights: (a) Unrestricted Cashall cash and cash equivalents of any Seller; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)marketable securities; (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto all Tax Returns and Tax records and any future actions filed by Seller, if any, relating rights to Tax refunds or credits and other governmental charges of whatever nature for periods prior to the property tax assessment for 2005 by Pinellas County in connection with the ResortClosing, and all deferred Tax assets; (d) Seller’s right to payments from Aon Corporation all rights under any Contract that is not included in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to Assumed Contracts or any Permit that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationis not transferable; (e) any asset of Seller or any of its Affiliates not used except as provided in connection with the Business, including, without limitationSection 2.1(m), all books, files, records insurance policies and insurance contracts and all rights related documents and materials of Seller and any of its Affiliates not related to the Businessthereto; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipmentrights in connection with, and the furniture and computer equipment assets of, any of Sellers' Benefit Plans, except as provided in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; andArticle 8; (g) all minute books and stock records of Sellers and other similar corporate books and records of Sellers; (h) all shares of Sellers' capital stock held in treasury; (i) all rights of Sellers arising under this Agreement or the assets Transaction Documents; (j) the real property located at Gastonia, North Carolina, Spartanburg, South Carolina; Avon Lake, Ohio, Rio, Brazil, Hamburg, Germany, and Brecksville, Ohio and set forth in on Schedule 2.02(g2.3(j); (k) attached hereto. In the event all Intellectual Property of a conflict between the definition of “Acquired Assets” Sellers and IP Sellers not transferred pursuant to Section 2.2 and the definition Intellectual Property licensed to Buyer as Licensed IP (the "Retained IP Assets"); (l) the stock of “Retained Assets”and all ownership interest in FCC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Noveon Textile; (m) all trade names, trademarks, service marks and domain names of Noveon and The Lubrizol Corporation or its or their Affiliates and subsidiaries not transferred pursuant to Section 2.2, including the names "Noveon" and "Lubrizol" and all of its and their derivatives, the definition composite trademarks "Lubrizol Foam Control Products" and "Lubrizol Performance Products," and the Noveon(R), Hycar(R) and Vycar(R) registered trademarks, provided that nothing in this Section 2.3(m) shall limit any rights of “Retained Assets” shall control.Buyer under Section 7.18(c) and Section 7.19, including any rights of or for protection of, Buyer thereunder;

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”): (a) Unrestricted Cash; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit) (any such Permits collectively the “Retained Permits”); (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that including those certain action actions filed by Seller to contest the property tax assessment assessments for 2004 2004, 2005 and 2006 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) 4.09 attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resorthereto; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort Troon all of which is set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and; (g) all Accounts Receivable accruing prior to the Closing Date to the extent a corresponding amount is not included in the Total Current Assets used in the Statement of the Closing Date Working Capital as finally determined pursuant to Section 2.07 hereof; (h) the assets set forth in Schedule 2.02(g2.02(h) attached hereto; and (i) except as provided in Section 2.01(x), all policies of insurance of any Seller Entities, all rights thereunder, and any rights to any premiums or premium rebates or credits thereunder. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement herein to the contrarycontrary (except as set forth in Section 2.1(a)), all the Sellers and their respective Affiliates will retain and not sell, transfer, assign or convey any of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from of the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date Sellers (collectively, the “Retained Assets”): (ai) Unrestricted Cashall cash, bank deposits and cash equivalents of the Sellers; (bii) all non-assignable or non-transferable Permits accounts and notes receivable of the Business Sellers; (to iii) any minute books, stock records, company seals, Organizational Documents of the extent the parties are unable to obtain the required consent to the assignment of any such PermitSellers, other than those expressly contemplated by Section 2.1(a)(xv); (civ) any Tax Returns, or other company or Tax related files and records of the Sellers; (v) any Tax refunds or claims arising out for Tax refunds or other Tax related benefits or assets of the Sellers, and any Retained Tax refunds related to the Purchased Assets or Retained Liabilitiesthe Business attributable to periods (or portions thereof) ending on or prior to the Closing Date; (vi) any of the Sellers’ rights in, includingto or under any Contracts that are not Assigned Contracts, without limitationexcept as contemplated pursuant to Section 2.1(a)(xi); (vii) any of the Sellers’ rights in, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County or under any Bundled Contract, except as contemplated pursuant to Section 2.1(a)(xii); (viii) sponsorship of and any assets maintained pursuant to or in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the ResortSeller Plan; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (eix) any asset of Seller the Sellers’ rights in or to any of its Affiliates Intellectual Property that is not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) all personal property owned by any Employee or any employee of Westin or TroonPurchased Intellectual Property, including certain printers, docking stations and fitness equipment, and without limitation the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxRestricted Marks; and (gx) any rights which accrue or will accrue to the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” Sellers under this Agreement and the definition of “Retained Assets”, the definition of “Retained Assets” shall controlother Transaction Documents.

Retained Assets. Notwithstanding anything contained in Section 2.01 1.01 hereof or anything else in this Agreement to the contrary, Seller shall, and hereby does, expressly retain all of Seller’s and its Affiliates’ right, title and interest in and to the following assets, properties, rights and interests, including, without limitation, certain assets related to the Business which are expressly described herein (all of which assets, properties, rights and rights shall be excluded from the Acquired Assets and not sold or assigned interests are hereinafter collectively referred to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, as the “Retained Assets”): (a) Unrestricted Cashcash, cash equivalents, certificates of deposit and other investments in marketable securities of third-party issuers; (b) all non-assignable or non-transferable Permits accounts (including intercompany receivables of Seller with any of Seller’s Affiliates, including WMH Physicians Hospital, L.L.C. and Physicians Metroplex Hospital, L.L.C.), notes, interest and other receivables of Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables, disproportionate share payments and cost report settlements related thereto, arising from the Business (rendering of services to inpatients and outpatients in connection with the Business, billed and unbilled, recorded and unrecorded, for services provided by Seller prior to the extent the parties are unable to obtain the required consent to the assignment of Effective Time whether payable by private pay patients, private insurance, third party payors, Medicare, Medicaid, CHAMPUS, Blue Cross, or by any such Permitother source (collectively “Seller Receivables”); (c) any claims arising out all of any Retained Assets or Retained Liabilities, including, without limitation, Seller’s interest in the two (2) stand alone medical office buildings that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating are located adjacent to the property tax assessment for 2005 by Pinellas County in connection with the ResortHospital and being more particularly described on Schedule 1.02(c) to this Agreement; (d) all of Seller’s right to payments from Aon Corporation interest in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as approximately 0.3 acre tract of July 12real property being more particularly described on Exhibit B attached to this Agreement, 2005together with all buildings, by fixtures and between Seller and Aon Corporationother improvements located thereon (the “Retained Real Property”); (e) any asset of Seller and all names, symbols, trademarks or any of its Affiliates not logos used in connection with the BusinessHospital which include the name “Xxxxxx,” or any variants thereof (the “Excluded Marks”); provided, includinghowever, without limitation, all books, files, records and related documents and materials of Seller and any Xxxxxx, from and after Closing, grant a non-exclusive license to Purchaser and its successors and assigns to use such names in connection with its use of its Affiliates not related to the Businesspersonal property contained among the Acquired Assets even though certain items may contain the Excluded Marks, through the useful life of personal property; (f) the original corporate and tax records of Seller and the general partner thereof; (g) all personal documents, records, correspondence, work papers and other documents relating exclusively to the Seller Receivables, the Seller Cost Reports (as defined in Section 7.10 hereof) or Agency Settlements (as defined in Section 7.10 hereof); (h) all of Seller’s right, title and interest in and to real property owned by any Employee and leases relating to the two stand alone medical office buildings described on Schedule 1.02(c); (i) all of Seller’s or any employee Affiliate of Westin Seller’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or Troonanalyses set forth on Schedule 1.02(i) to this Agreement; (j) all of Seller’s interest in GCH Interests, including certain printersLtd., docking stations a Texas limited partnership; (k) all current contracts between any Seller and fitness equipmentany Affiliate of Seller with respect to the operation of the Hospital set forth on Schedule 1.02(k) to this Agreement; (l) the portions of Inventory disposed of, expended or canceled, as the case may be, by Seller after the date of this Agreement and on or prior to the Closing Date in the ordinary course of business, and in accordance with Section 6.02 hereof; (n) all refunds for (i) insurance policies held by Seller prior to the furniture Closing Date, and computer equipment in (ii) the owner’s office at Seller Cost Reports, whether filed or to be filed, with respect to medical services provided by Seller prior to the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxEffective Time; and (go) Seller’s Medicare provider number 45S315 and Seller’s Medicaid provider number 1217911-02, which provider numbers were used by Seller solely to xxxx for psychological services and related products rendered and/or provided at the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall controlHospital.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in any other provision of this Agreement to Agreement, the contraryAcquired Assets shall not include, and FTDI shall, and hereby does, retain all of Seller’s and its Affiliates’ FTDI's right, title and interest in and to all of the tangible and intangible assets, rights and interest owned, used or held by or for the benefit of FTDI, wherever situated, other than such of the foregoing to the extent they relate to the Direct Access Business, including, without limiting the severality of the foregoing, the following propertiesassets, assets rights and rights shall be excluded from interests (the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “"Retained Assets”"): (a) Unrestricted Cashthis Agreement; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)FTDI's ownership interest in xxx.xxx; (c) the name "Florists' Transworld Delivery, Inc." or any claims arising out of any Retained Assets related or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resortderivative name; (d) Seller’s right to payments from Aon Corporation FTDI's ownership interest in the total amount of Four Thousand Six Hundred Forty Dollars trademarks, patents and Sixty-Two Cents similar intellectual property, including the Universal Resource Locator ($4,640.62) "URL"), xxx.xxx.xxx, to be licensed to xxx.xxx pursuant to that certain General Release the Trademark License Agreement (the "Trademark License Agreement") to be dated as of July 12, 2005, the date hereof by and between Seller xxx.xxx and Aon CorporationFTDI; (e) any asset the capital stock of Seller or any of its Affiliates not used in connection with the BusinessFTDI's direct or indirect, includingwholly or partially owned, without limitationsubsidiaries and their respective assets, all books, files, records properties and related documents and materials of Seller and any of its Affiliates not related to the Businessbusinesses; (f) any and all personal property owned by assets, funds and properties (including without limitation any Employee such assets, funds or properties held in trust or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(fother funding vehicle), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and; (g) Any cash or cash equivalent of, owned, or held by, FTDI not transferred, assigned and conveyed to xxx.xxx pursuant to Section 2.1.7; (h) FTDI's stock certificates, treasury stock, stock transfer records, corporate seals and minute books; (i) FTDI's federal income tax and information returns filed on Form 1120S, its state and local income tax and information returns and reports, and any tax supporting information related thereto; (j) all assets, properties, rights and interests in, under or to agreements, instruments or contracts relating to businesses, operations or assets that immediately prior to the assets set forth Effective Time (i) have been closed, wound up or otherwise terminated or (ii) ceased to be held or used in Schedule 2.02(gconnection with FTDI's businesses or operations, including the Direct Access Business; (k) attached hereto. In all books, records and written and electronic storage materials to the event extent relating to or used in connection with or reasonably necessary to the use of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition Acquired Assets or the Direct Access Business or any part thereof; provided, however, that xxx.xxx may make copies of “Retained Assets” shall controlsuch books, records and written and electronic storage materials, to the extent they relate to the Acquired Assets or the Direct Access Business, or examinations thereof as needed. (l) all other assets of FTDI of every kind and nature not reflected on the Balance Sheet.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in any other provision of this Agreement to the contrary, all of Sellerthe Seller Parties shall retain, and Buyer shall not acquire any Seller Party’s and its Affiliates’ right, title and or interest in or to, and to the following properties, assets and rights shall be excluded from the Acquired Assets and will not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for include the period accruing prior to and after the Closing Date following (collectively, the “Retained Assets”): (a) Unrestricted CashSeller’s rights under this Agreement and the Ancillary Agreements to which any Seller Party is a party; (b) all non-assignable cash on hand and cash equivalents at the time of Closing, except for such cash or non-transferable Permits of cash equivalents included in the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such PermitAcquired Assets under Section 1.1(h), and all bank accounts; (c) all Contracts of insurance and policies of insurance held by any claims arising out of any Retained Assets Seller Party, including casualty, liability or Retained Liabilitiesgroup life, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resorthealth or accident insurance; (d) Seller’s right all Employee Plans and Assets related to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationany Employee Plan; (e) any asset of each Seller or any of its Affiliates not used in connection Party’s corporate charter, qualification to conduct business as a foreign corporation, arrangements with the Businessregistered agents relating to foreign qualifications, includingtaxpayer and other identification numbers, without limitationcorporate seal, all minute books, filesstock transfer books, blank stock certificates, books and records and related documents and materials of Seller (including Tax Returns) relating to federal, state, local or foreign income, net or gross receipts, franchise, estimated, alternative minimum, or add-on Taxes, and any of its Affiliates not related other documents relating to the Business;organization, maintenance or existence of any Seller Party as a corporation; and (f) all personal property owned by any Employee Assets exclusively related to or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment used in the ownerRetained Businesses; (g) all equity interests in Seller and Seller’s office at Subsidiaries; (h) the Resort set forth Leases; (i) all accounts receivable for money due to any Seller Party arising out of the sale of goods or materials or the rendering of services prior to the Closing by or on behalf of any Seller Party that are in Schedule 2.02(f)existence as of the Closing; (j) Seller’s interests in that certain Asset Purchase Agreement dated as of August 7, including2009 by and between Seller (f/k/a WebMediaBrands Inc.) and QuinStreet, without limitation, the laptop and Blackberry used by Kxxxx XxxxInc.; and (gk) the assets set forth in Contracts, Assets, properties, rights and interests specifically described on Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control1.2(k).

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, The Purchased Assets shall exclude all of SellerRCMV’s and its AffiliatesIOC Holdings’ right, title and interest in and to the assets, rights and properties of RCMV and IOC Holdings that are not predominantly used in the operation of the Vicksburg Business or the IOC Holdings Hotel and the following propertiesassets, assets rights and rights shall be excluded from the Acquired Assets and not sold properties of RCMV or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date IOC Holdings (collectively, the “Retained Assets”): (a) Unrestricted Cashother than the cash included in Section 2.02(a), all cash, cash equivalents or marketable securities of Sellers and all rights to any bank accounts of Sellers; (b) all non-assignable or non-transferable Permits the rights, assets and properties described in Section 2.03(b) of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)Disclosure Schedule; (c) any claims arising out of any Retained Assets or Retained Liabilitiesliquor containers at the Vicksburg Casino, including, without limitation, Vicksburg Related Properties and the IOC Holdings Hotel that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating have been opened prior to the property tax assessment for 2005 by Pinellas County in connection with the ResortClosing; (d) Seller’s right intercompany accounts receivable or payables from or to payments from Aon Corporation in Isle or any its Affiliates or any management agreements between the total amount Business and Isle or any of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationits Affiliates; (e) the trademarks, business and trade names, trademark registrations, trademark applications, service marks, service xxxx registrations, service xxxx applications, logos and designs, in each case, whether registered, applied for or existing at common law, trade dress, copyrights, copyright registrations, copyright applications, patent rights, trade secrets, confidential or proprietary information, know-how, inventions, inventors’ notes, drawings and designs, websites and any asset of Seller and all other intellectual property owned by or licensed to the Sellers or any of its their Affiliates not used in connection of any kind or nature, together with all goodwill associated with any of the Business, including, without limitation, all books, files, records and related documents and materials of Seller foregoing and any licenses with respect to any of its Affiliates not related the foregoing, including the name “Isle of Capri,” “Farraddays,” “Calypso’s Buffet,” “Kitts Kitchen,” “Tradewinds Marketplace” and “Banana Cabana Gift Shop” or any derivatives thereof or logos relating thereto (all of the foregoing collectively referred to herein as the “Isle IP”) and all signage utilizing the Isle IP, including the exterior signs attached to the Businesstop of the IOC Holdings Hotel and the Vicksburg Hotel in accordance with Section 14.09(b) but excluding any reader board entrance signs other than pursuant to Section 14.09(e); (f) all personal property Tax credits, Tax deposits, rights to Tax refunds and prepaid Taxes (except to the extent they are included as a Current Asset or reduce a Current Liability that is reflected on the Closing Balance Sheet); (g) (i) the real estate described in Section 2.03(g) of the Disclosure Schedule owned by Lady Luck (the “Vicksburg Real Estate”), (ii) all buildings, structures and other improvements, fixtures and appurtenances located on the Vicksburg Real Estate (the “Non-Transferred Vicksburg Building”), and (iii) all assets, properties or rights related to or physically located at the Non-Transferred Vicksburg Building or the Vicksburg Real Estate which are used by Isle in connection with all of its casinos, including the Vicksburg Business, provided, such assets, properties or rights are not used predominately in the operation of the Vicksburg Business; (h) each Seller’s corporate seal, minute books and equity record books, all other corporate records of Sellers, the general ledgers and books of original entry, all income Tax Returns and other income Tax records, reports, data, files and documents, all books and records relating to the Retained Assets or Excluded Liabilities, employee records of Transferred Employees that cannot be transferred to Purchasers under applicable Law and corporate training manuals; (i) to the extent Sellers retain Liability under an Assigned Contract for matters that occurred prior to the Closing Date, Sellers shall retain all rights to assert counterclaims with respect to any Employee claim, cause of action, proceeding or any employee other similar action against Sellers or their Affiliates with respect to an Assigned Contract for matters that occur prior to the Closing Date that would be an Excluded Liability; (j) all insurance policies of Westin Sellers and all rights to insurance and indemnity coverage under such policies; (k) Hotel Amenities that contain Isle IP in excess of a 120-day supply thereof; (l) any playing cards or Troon, including certain printers, docking stations chips which bear Isle IP; (m) any items held for sale in any gift shop that contain any Isle IP; (n) the limited liability company interests in CSNO and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxHoldings; and (go) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall controlSellers’ rights under this Agreement.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the The following properties, assets assets, rights and rights shall be interests of the Seller (the "Retained Assets") are expressly excluded from the Acquired Assets purchase and sale contemplated hereby and, as such, are not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for included in the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):: (a) Unrestricted Cashall real property not identified or otherwise described in Section 1.1; (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)Seller's rights under this Agreement; (c) any claims arising out except for the assets described in, and subject to the provisions of, Sections 1.7 and 1.8 hereof, all assets of any Retained Assets the Seller and its Affiliates used in or Retained Liabilitiesrelating to the Medical Business unless such use or relationship is only casual or de minimus; (d) all cash, cash equivalents and marketable securities of the Seller its Affiliates, including, without limitation, that certain action filed by Seller and subject to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(gSection 9.7(a) attached hereto hereof, any and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporationall security deposits; (e) any asset inventory of Seller or any of its Affiliates not used in connection with the Businesscomputer hardware, includingoperating system software, without limitation, all books, files, records parts and related documents and materials of Seller and any of its Affiliates equipment (whether or not related to useable in the Commercial Business) other than the Acquired Inventory; (f) any and all personal property owned by rights of the Seller and its Affiliates in and to or in respect of any Employee telephone systems (other than the Telephone Equipment), support call systems or any employee of Westin accounting and other management information systems (whether or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment not used or useable in the owner’s office at Commercial Business); (g) any and all rights of any one or more of the Resort set forth in Schedule 2.02(fSeller its Affiliates under or with respect to any original equipment manufacturing or similar agreement (each an "OEM Agreement"), including, without limitation, the laptop OEM Agreements between PCN and Blackberry each of IBM and Xxxxx; (h) any and all rights of the Seller under the Software License and Support Agreement regarding the Datatrak Publishers Management Software; (i) any and all of the rights of the Seller under the Reseller Agreements for VERSYSS Solution/RISC products between any Reseller and the Seller (the "Risc Agreements"); (j) any and all rights of the Seller with respect to any of the assets and agreements referred to on Schedule 5.20 hereto and the assets and agreements (x) used in providing or reasonably related to the services to be provided by PCN to the Purchaser under the Transition Services Agreement (as defined in Section 10.2(e)(i) hereof) or (y) used in providing the services to be provided under the Hardware Services Agreement (as defined in Section 10.2(e)(ii) hereto); (k) any and all rights to or arising under any license agreement between the Seller and any third party regarding the use by the Seller of any source- codes, object-codes, copyrights, proprietary computer software, proprietary inventions, proprietary technology, technical information, and proprietary rights other than those included in the definition of Intellectual Property or materially related thereto; (l) any assets used by Kxxxx Xxxxthe Seller in connection with any one or more of the sale, distribution and maintenance of any computer hardware or operating system software products; and (gm) any assets of the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”Seller, the definition use of “Retained Assets” or relationship to the Commercial Business of which is only casual or de minimus nature. For purposes of Section 1.2(c) above, the Seller agrees that the items listed in clauses (a) through (n) of Section 1.1 above shall controlbe conclusively deemed, for all purposes, not to be used in or related to the Medical Business.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired The Retained Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):are: (a) Unrestricted Cashthe PSO Contracts, the SAP license for Seller's internal financial reporting and the Clarify license and the Contracts listed on Schedule 1.1.2 (a) (the "Retained Contracts"); (b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)cash, cash equivalents, bank accounts and similar investments; (c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resortsecurities; (d) Seller’s right to payments from Aon Corporation other than those assets described in Sections (a) through (i) of Section 1.1.1 and the total amount of Four Thousand Six Hundred Forty Dollars schedules referenced therein: (i) all Intellectual Property Rights developed by or for and Sixty-Two Cents owned by Seller or its Affiliates, ($4,640.62ii) pursuant to that certain General Release dated as of July 12the name "Qwest," either alone or in conjunction with other words or phrases, 2005including "Qwest Xxxxx.Xxxxxxxxx," and any derivation or variant thereof, and (iii) all Software and other written documentation developed by or for and between owned by Seller and Aon Corporationor its Affiliates; (e) any asset accounts receivable not arising out of Seller or any the operation of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business; (f) other than those assets described in Sections (a) through (i) of Section 1.1.1 and the schedules referenced therein, any other asset owned, leased or licensed by Seller (other than an asset that is material to or primarily related to the operation or conduct of the Business) that is primarily used in the PSO Business as of the date hereof or that Seller or its Affiliates will use primarily to provide services to Buyer under the Wholesale Services Agreement; (g) any leasehold interest in real property and any interest in and to all personal property owned by any Employee or any employee of Westin or Troonimprovements, including certain printers, docking stations and fitness equipment, furniture, fixtures, machinery , other tangible personal property, and if the furniture Real Estate Agreement is not executed, materials and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxxsupplies contained therein or thereon; and (gh) the right to 50% of the termination payment, if any, made in connection with the Termination Pending Contract. The assets set forth described in Schedule 2.02(g) attached hereto. In this Section 1.1.2 are collectively referred herein as the event of a conflict between the definition of “Acquired Assets” and the definition of “"Retained Assets”" and Seller will not sell, transfer, assign or convey to Buyer any right or interest in or to the definition of “Retained Assets” shall control.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s the Assets to be transferred and its Affiliates’ right, title and interest in and assigned by Seller to Purchaser hereunder shall exclude the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”): ): (a) Unrestricted Cash; except with regard to the Repair and Maintenance Inventory, any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) all non-assignable or non-transferable Permits any intangible assets of the Business (Seller not exclusively related to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); Restaurants; (c) any claims arising out of any Retained Assets patents, trademarks, copyrights, domain names or Retained Liabilitiesother intellectual property owned, including, without limitation, that certain action filed under application or licensed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used Affiliates; (d) except as set forth in connection with the BusinessLeases and Subleases and except for (i) the Restaurant 10504 Real Property, includingand (ii) the building and leasehold improvements for the Restaurant located at 0000 Xxxx Xxxxx Xxxxxxxxx, without limitationXxxx Xxxxx, all booksXxxxx (“Restaurant #10506”), fileswhich, records and related documents and materials of Seller and in each case, are included in the Assets, any of its Affiliates not owned or leased real property related to the Business; Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (f) all personal property owned by any Employee or any employee receivables related to the operations of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in Restaurants prior to the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxEffective Time; and (g) any deposits related to utility services at the assets set forth Restaurants; (h) any insurance policies, including all of Seller’s rights in Schedule 2.02(gand to unearned premiums, refunds, and all claims or possible claims under such policies; (i) attached hereto. In any current or historical files or records of Seller; (j) the event application software and programs and wireless network software utilized in the point of a conflict sale (POS) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and drive-thru audio system, except those that (i) automatically transfer to Purchaser as the new owner of the Equipment, (ii) do not require the consent of any third parties and (iii) do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the definition one hand, and any Affiliate of Seller, on the other hand; and (m) all donation canisters located in the Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (“Acquired Assets” DTFA”) and all money therein (the definition of “Retained AssetsDTFA Canisters”, the definition of “Retained Assets” shall control).

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrarycontrary --------------- herein, all of Seller’s and its Affiliates’ right, title and interest in and to the following propertiesassets (the "Retained Assets") are not, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall not be retained by Seller or any of its Affiliates for the period accruing prior --------------- deemed to and after the Closing Date (collectivelybe, the “Retained Transferred Assets”):: (a) Unrestricted CashSubject to Section 9.6(e), cash and cash equivalents, any cash -------------- on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) cash and cash equivalents of the Transferred Subsidiaries, (ii) deposits securing bonds, letters of credit, leases and all other obligations related to the Xxxxxxx Business and (iii) xxxxx cash and impressed funds related to the Xxxxxxx Business; (b) all non-assignable Except as otherwise provided in the Tax Sharing Agreement, any right, title or non-transferable Permits interest of Baxter or its Subsidiaries in any foreign, federal, state or local tax refund, credit or benefit (including any income with respect thereto) relating to the operations of the Xxxxxxx Business (prior to the extent the parties are unable to obtain the required consent to the assignment of any such Permit)Distribution Date; (c) any claims arising out Any amounts accrued on the books and records of Baxter or its Subsidiaries or the Xxxxxxx Business with respect to any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right All assets relating to payments from Aon Corporation all employee benefit plans of Baxter other than the assets transferred in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation;accordance with Section 12.9; ------------ (e) Any corporate allocations of non-Xxxxxxx Business-related assets heretofore made by Baxter or its Subsidiaries to the Xxxxxxx Business for internal management responsibility reporting purposes, other than allocations of accounts receivable and accounts payable as contemplated by Section 9.7(c); -------------- (f) Any proprietary rights in and to the BAXTER name and the related emblem design, and any asset variants thereof, and the Trademarks used by Baxter or its Subsidiaries in relation to the Retained Business, except as provided in Article X; --------- (g) All assets held by Baxter Japan; (h) Contracts with customers or third-party distributors in or with respect to the countries or regions listed on Schedule 6.1(h) hereto (which are --------------- the countries and regions where Baxter, as principal, is serving as the distributor for Xxxxxxx Products) together with the accounts receivable and all other rights, claims, demands, causes of Seller action and rights to indemnification or any of its Affiliates not contribution under such Contracts and the inventory (including inventory in transit) in such countries or regions; (i) All assets used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the BusinessXxxxxx'x Tisseal product; (fj) all personal property owned by any Employee or any employee The accounts receivable of Westin or Troon, including certain printers, docking stations Baxter Germany that are not capable of being specifically separated between Baxter Germany and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxXxxxxxx Germany; and (gk) All other assets, properties and rights of Baxter and its Subsidiaries not used Exclusively in the assets set forth in Schedule 2.02(g) attached hereto. In conduct of the event of a conflict between the definition of “Acquired Xxxxxxx Business and not specifically included as Transferred Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.

Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s the Assets to be transferred and its Affiliates’ right, title and interest in and assigned by Seller to Purchaser hereunder shall exclude the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”): ): (a) Unrestricted Cash; any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) all non-assignable or non-transferable Permits any intangible assets of Seller that relate to more than just the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); Restaurants; (c) any claims arising out of any Retained Assets patents, trademarks, copyrights, domain names or Retained Liabilitiesother intellectual property owned, including, without limitation, that certain action filed under application or licensed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort; (d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation; (e) any asset of Seller or any of its Affiliates not used Affiliates; (d) except as set forth in connection with the BusinessLeases and Subleases and the building and leasehold improvements for the Future Restaurant, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not owned or leased real property related to the Business; Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Special Items, any cash located at the Restaurants as of the Effective Time, including any cash in the Cash Safes as of the Effective Time; (f) all personal property owned by any Employee or any employee receivables related to the operations of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in Restaurants prior to the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx XxxxEffective Time; and (g) any deposits related to utility services at the assets set forth Restaurants; (h) any insurance policies, including all of Seller’s rights in Schedule 2.02(gand to unearned premiums, refunds, and all claims or possible claims under such policies; (i) attached hereto. In any current or historical files or records of Seller; (j) the event application software and programs and wireless network software utilized in the point of a conflict sale (“POS”) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) any warranties and/or service agreements for the maintenance of Equipment located in the Restaurants, including the cash register system, coin changer, time clock, outside display board and drive-thru audio system except any warranties and/or service agreements that (i) automatically transfer to the Purchaser as the new owner of the Equipment, (ii) do not require the consent of any third parties and (iii) do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the definition one hand, and any Affiliate of Seller, on the other hand and (m) all donation canisters located in the Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (“Acquired AssetsDTFA” and all money therein (the definition of “Retained AssetsDTFA Canisters”, the definition of “Retained Assets” shall control).