Common use of Retained Assets Clause in Contracts

Retained Assets. Seller shall retain and the Purchased Assets shall not include the following assets: (A) the consideration to be delivered to Seller pursuant to, and all other rights under, this Agreement and the Other Agreements to which Seller is a party; (B) all proceeds from Seller's insurance policies, other than those described in Section 1.1(k); (C) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e); (H) all rights of Seller to use any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY"); (I) all personnel records related to non-Transferred Employees or that Seller is required by law to retain in its possession; (J) the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS").

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall will retain and the Purchased Assets shall not include the following assets:assets used by Seller in the conduct of the Business (the “Retained Assets”): (A) 2.2.1 cash, cash equivalents, bank accounts, liquid investments, pre-paid investments and marketable securities; 2.2.2 all of Seller’s Tax Returns, financial statements and books and records relating to Seller’s business that are not solely related to the consideration to be delivered Transferred Assets or the Business; 2.2.3 all claims and insurance recoveries relating to Seller pursuant to, and all other rights under, this Agreement and business that are not related to the Other Transferred Agreements to which Seller is a partyor the Business; 2.2.4 Seller Benefit Plans and contracts of insurance for employee group medical, dental and life insurance plans; 2.2.5 all insurance policies (B) all proceeds from Seller's insurance policies, other than those described in Section 1.1(kexcept to the extent specified on Schedule 2.2.5); (C) 2.2.6 Seller's company seals, certificates of incorporation ’s corporate charter and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do conduct business as a foreign company and all corporation, arrangements with registered agents relating to foreign qualifications; , taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation (D) all claims, choses in action, causes of action and judgments in respect provided that Purchaser shall be entitled to a copy of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records such documentation related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(eTransferred Assets); (H) all rights 2.2.7 copies of Seller the corporate charters, qualifications to use any service marksconduct business as a foreign corporation, service namestaxpayer and other identification numbers, trademarksminute books, trade namesstock transfer books and other documents relating to the organization, domain names, logos or brand names of, or sublicensed maintenance and existence of the Business prior to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY")Closing Date; (I) 2.2.8 the name “Wireless Facilities, Inc.” and all related Intellectual Property, including all trademark registrations; 2.2.9 all personnel records related to non-Transferred Employees or and other records that Seller is required by law Law to retain in its possession, provided that if such records relate to Transferred Employees, Seller shall provide Purchaser a copy of such records if the Transferred Employee at issue provides written authorization for the transfer of such records in accordance with applicable Law; (J) the Retained Real Property2.2.10 any Deposits and Advances related to any Excluded Liability; 2.2.11 all assets related to Seller’s Enterprise Network Services business segment (“ENS Segment”), Wireless Network Services business segment (other than the assets relating to the Business) and Government Network Services business segment (“GNS Segment”) (but excluding any assets listed on Schedules 2.1.1 through 2.1.12), all as described in the 2005 10-K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; 2.2.12 the Dual-Use Contracts listed as items 1 through 3, 5, 9 and 10 of Schedule 2.2.12, the Contracts as to which Assignment Consents are not obtained prior to the Closing (Lsubject to the rights of Purchaser under Section 6.4.1) all accounts or notes receivable owed to Seller by Parent or any Affiliate and the Contracts listed as items 2 through 7 and 12 through 14 of Parent included on Schedule 1.2(l)4.11; (M) refunds 2.2.13 all suits, actions, claims, arbitration, proceedings or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock investigations pending or other ownership interests held threatened by Seller in any Subsidiary; (O) all payments, deposits prior to the Closing Date relating to or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, involving disputes regarding the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bondsincluding without limitation, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectivelyWireless Facilities, the "RETAINED ASSETS").Inc. v.

Retained Assets. Seller Sellers and their Subsidiaries shall retain ownership of their existing rights, title and interest in the Purchased Assets following assets (the "Retained Assets"), which shall not include be included as Purchased Interests and shall not be taken into account in the following assetscalculation of Total Equity as of the date of the Reference Balance Sheet, the Estimated Closing Date Balance Sheet or the Closing Date Balance Sheet: (Aa) cash-on-hand (other than any petty cash-on-hand at the consideration to be delivered to Seller pursuant tofacilities located on the Real Property) xxx xash and cash equivalents in bank accounts maintained by Sellers, and all other rights underincluding any cash suspense accounts, this Agreement and the Other Agreements to which Seller is a partybut excluding any Securitization Cash Collateral; (Bb) all proceeds from Seller's insurance policiesSellers' equipment, furniture, fixtures and other tangible personal property, other than those described as provided in Section 1.1(k2.2(m); (Cc) Seller's company sealsany 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, certificates of incorporation including: (i) all assets, contractual rights and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account other property (whether real or other records personal and whether tangible or intangible) primarily used or held for use in or relating to the organization retail merchandizing businesses (including any catalog business) of Seller Sears or any of its Affiliates and its predecessors as entities, (ii) all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualificationsof the capital stock or equivalent ownership interests of any Subsidiary or Affiliate of Sears (other than the Acquired Subsidiary Stock); (De) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed insurance covering Retained Liabilities; (Ef) those Contracts identified on Schedule 1.2any 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 Subsidiaries (other than the Acquired Subsidiary) relating to the conduct of the Credit Card Business or the Financial Products Business prior to the Closing; (Fg) all books and records related any rights to any security deposits or other amounts deposited with any state or other jurisdiction or regulatory authority in connection with the Retained Assets qualification, certification, licensing or permitting of Sellers in connection with the conduct of Sellers' businesses, including the Credit Card Business and the Seller Liabilities; (G) advance paymentsFinancial Products Business, rental depositsexcept with respect to such security deposits or other amounts deposited that relate to a qualification, prepaid itemscertification, claims, deferred charges, rights of offset and credits and claims for refund other than those described in license or permit that are transferred to Purchaser pursuant to Section 1.1(e2.2(u); (Hh) all rights of Seller to use and interests in any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation interest rate swap Contract or other intellectual property rights under any Contract identified on Schedule 1.2 derivative financial instrument relating to the secured or attributable to or that are used or usable exclusively in Seller's manufacturing unsecured debt of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY")Sears and its Affiliates; (I) all personnel records related to non-Transferred Employees or that Seller is required by law to retain in its possession; (Ji) the Retained Real Property; (K) all cashcustomer data included in the Sears Customer Data Warehouse, cash even if such data is duplicated in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit PlansAcquired Cardholder Information; and (Rj) all other the assets set forth on in Schedule 1.2 2.3(j) and as may be provided in Section 6.2(e) (collectively, the "RETAINED ASSETSOther Retained Assets").

Retained Assets. Buyer is not purchasing from Seller, and Seller is not selling to Buyer, and, where applicable, Seller shall retain all of its right, title and the Purchased Assets shall not include interest in and to, each of the following assets:, properties and rights of Seller (collectively, the “Retained Assets”): (Aa) all cash and cash equivalents of Seller not located at the consideration to be delivered to Seller pursuant to, and all other rights under, this Agreement and the Other Agreements to which Seller is a partyFacilities; (Bb) all proceeds from Contracts other than the Assigned Contracts; (c) all Plans, and the assets thereof; (d) all (i) intercompany accounts receivable of Seller's insurance policies, and notes for those accounts receivable, of the Business where the obligee is Seller and the obligor is Parent or an Affiliate of Seller, and (ii) all other accounts and notes receivable of Seller (other than billed and unbilled trade accounts receivable of the Business), regardless of when due and payable, together with the full benefit of all security and other rights relating thereto; (e) copies of all of the Assigned Contracts and all Business Information, other than those described in Section 1.1(k); (C) Seller's company sealsthe Customer Database, certificates copies of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account such documents as are reasonably needed by Seller to pursue or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records defend claims related to the Retained Assets or Retained Liabilities, and the all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and any other books and records which Seller Liabilitiesis prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (Gf) advance paymentsSeller’s organizational documents, rental depositstaxpayer and other identification numbers, prepaid itemsseals, claimsminute books, deferred chargesmembership interest records and all other similar limited liability company books and records of Seller, rights of offset and credits and claims for refund other than those described in Section 1.1(e)including communications that are protected by an attorney-client privilege or the attorney work-product privilege; (Hg) all rights of Seller to use and its Affiliates under this Agreement and the Ancillary Documents and any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives claims in respect thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY"); (Ih) all personnel records related (i) Tax Returns (including supporting schedules) other than those included in the Purchased Assets pursuant to nonSection 1.2(g) and (ii) refunds, credits, claims or entitlements with respect to Taxes to the extent arising out of or relating to the Purchased Assets or the Business for any pre-Transferred Employees or that Seller is required by law to retain in its possessionClosing Date portions of any Straddle Periods; (Ji) the Retained Real Propertyall insurance policies of Seller, and all rights to applicable claims and proceeds thereunder; (Kj) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accountsthe Parent Marks; (Lk) all accounts rights, claims, causes of action, credits or notes receivable owed to rights of setoff against Third Parties (including all indemnities, warranties and similar rights) in favor of the Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (its Representatives to the extent of relating to (i) any coverage for Seller Liabilities); Retained Asset or (Qii) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plansany Retained Liability; and (Rl) all other assets those contracts set forth on Schedule 1.2 (collectively, 1.2(l) of the "RETAINED ASSETS")Seller Disclosure Schedules.

Retained Assets. The Seller and the Selling Subsidiaries shall retain all of the assets used in the Transferred Business and the Purchased Retained Business which are not included in the Transferred Assets shall not include (the following assets"RETAINED ASSETS") including: (Aa) All (i) cash and cash equivalents of the consideration Seller and the Selling Subsidiaries, including securities, bank accounts and deposits, investments in money market funds, commercial paper, certificates of deposit, treasury bills and accrued interest thereon and (ii) accounts receivable and other rights of Seller and the Selling Subsidiaries to be delivered receive payments, including all Customer Accounts Receivable; (b) All ownership rights of the Seller and the Selling Subsidiaries in all U.S. and foreign patents and patent applications, trademarks and trademark registrations, copyright registrations, trade name registrations, service marks and service xxxx registrations, logos and any applications or pending applications related to Seller pursuant toany of the foregoing, all confidential information, trade secrets, compilations, know-how, drawings, techniques, and processes, and all other rights underinvention disclosures and common law trademarks, this Agreement and the Other Agreements to which Seller is a party; (B) all proceeds from Seller's insurance policies, other than those described in Section 1.1(k); (C) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e); (H) all rights of Seller to use any service marks, service namescopyrights and trade names owned or controlled by the Seller and the Selling Subsidiaries, trademarkspursuant to license or otherwise and whether or not used in the Transferred Business or to provide the Outsourced Services (collectively, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTYPROPERTY RIGHTS"); (Ic) All ownership rights of the Seller and the Selling Subsidiaries in all personnel records computer software and database software and all representations thereof, including any Intellectual Property Rights related to non-any of the foregoing ("SOFTWARE"), whether developed by the Seller, the Selling Subsidiaries or any other Person, and all rights of the Seller and the Selling Subsidiaries in Software Licenses that are not Transferred Employees or that Seller is required by law to retain in its possessionSoftware Licenses; (Jd) All Contracts of the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investmentsSeller and the Selling Subsidiaries that are not Transferred Contracts, including stockany Contracts of insurance in respect of the Transferred Business or the Transferred Assets and any reimbursement for, debtor other benefit associated with, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Sellerprepaid insurance, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses insurance proceeds with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS").events occurring before 12:01 a.

Retained Assets. Parent, Seller and GCS shall retain and all assets held by Parent, Seller, GCS or any of their respective Affiliates which are not included in the Purchased Transferred Assets shall not include (the following assets"Retained Assets"), including: (Aa) all (i) cash and cash equivalents, including debt and equity securities owned by Seller or Parent, bank accounts and deposits, investments in money market funds, commercial paper, certificates of deposit, treasury bills and accrued interest thereon and (ii) accounts receivable and other rights to receive payments in respect of the consideration Business including all Merchant Accounts Receivable; provided that, with respect to rights to receive payments in respect of the Business other than the Merchant Accounts Receivable, only those rights which arose prior to the Effective Time; (b) subject to such rights as may be delivered licensed to Buyer under the other Operative Documents and except for rights in the Owned Software and the trademarks and trademark registrations identified on Section 2.1(l) of the Seller pursuant toDisclosure Schedule, all ownership rights in all U.S. and foreign trademarks and trademark registrations, copyright registrations, trade name registrations, service marks and service xxxx registrations, logos and any applications or pending applications related to any of the foregoing, all confidential information (other than as embodied in the Transferred Books and Records or relating to or comprising the Transferred Assets), trade secrets, compilations, know-how, drawings, techniques, and processes, and all other rights underinvention disclosures and common law trademarks, this Agreement service marks, copyrights and trade names owned or controlled by Seller, GCS or Parent, pursuant to license or otherwise and whether or not used in the Other Agreements to which Seller is a partyBusiness; (Bc) all proceeds from Seller's rights in Licensed Software not transferred to Buyer under this Agreement; (d) all Contracts that are not Transferred Contracts, including (i) any Contracts identified on Section 2.2(d)(i) of the Seller Disclosure Schedule, and (ii) any Contracts of insurance policiesin respect of the Business or the Transferred Assets (collectively, other than those described in Section 1.1(kthe "Retained Contracts"); (Ce) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreementall corporate charters, minute books, stock booksrecords and corporate seals, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records related to that are not included in the Transferred Books and Records ("Retained Books and Records"; the Transferred Books and Records and the Retained Assets Books and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e); (H) all rights of Seller Records are sometimes collectively referred to use any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (herein as the "EXCLUDED INTELLECTUAL PROPERTYBooks and Records"); (If) all personnel records related to non-Transferred Employees any refunds, credits or that Seller is required by law to retain in its possession; other assets or rights (J) the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds interest thereon or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (Ntherefor) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller'sTaxes paid or incurred by Parent, Seller or any of Seller's Affiliates, representatives or any of the Retained AssetsGCS; (Pg) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors any rights (including rights to indemnification and any policy of Seller, all of Seller's rights of every nature insurance) and description claims and recoveries under or litigation against third parties arising out of such policies and bonds, as well as all rights under past and current policies or relating to events in respect of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) Business occurring before the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit PlansEffective Time; and (Rh) all other any assets set forth on Schedule 1.2 (collectivelyused in the Business that are transferred or otherwise disposed of by Seller, GCS or Parent in compliance with the "RETAINED ASSETS")terms of this Agreement between the date of signing of this Agreement but before the Closing Date.

Retained Assets. Seller shall retain and Notwithstanding the provisions of Section 1.1, the Purchased Assets shall not include any of the following assets:(the “Retained Assets”): (A) Any Customer Contracts between Seller’s affiliate and third party customers for the consideration delivery of training managed through the Enterprise Learning Solutions department of Seller’s affiliate, provided that Buyer shall be entitled to deliver training in its capacity as a New Horizons franchisee and shall be delivered deemed the “selling center” which shall entitle Buyer to Seller pursuant to, and all other rights under, this Agreement and receive customary revenue sharing offered by the Other Agreements to which Seller is a partyEnterprise Learning Solutions department of Seller’s affiliate; (B) all proceeds from Seller's insurance policies, other than those described in Section 1.1(k)’s cash and cash deposits; (C) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications’s rights under this Agreement; (D) all claimsSeller’s corporate minute books, choses in actionstock records and tax returns or other similar corporate books and Records relating to the Business, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than of the Retained Assets, to any liability or obligation of the Seller not comprising a part of the Assumed Liabilities, or to the negotiation and consummation of the transactions provided for in this Agreement, and those Records originals of which Seller is required to maintain under applicable law; (E) those Contracts identified on Schedule 1.2Seller’s rights arising under any contracts or agreements which are not among the Assigned Contracts, which includes without limitation (i) the rental agreements with Minolta Business Solutions covering office copy machines, (ii) the lease covering premises located in Tucker, Georgia, and (iii) the Master Lease between Parent, as lessee, and Sunrise International Leasing Corporation dated September, 2004 covering certain Cisco equipment, which items of equipment shall be removed from the Leased Premises promptly following the Closing by and at the cost of the Seller or Parent (the “Cisco Equipment Lease”); (F) all books and records Any rights of Seller relating to its conduct of the Business which arise from or are related to services previously provided by the Retained Assets and the Seller Liabilities;regional office of Seller’s affiliate (such as accounting, payroll, legal or other similar services, except as otherwise expressly provided herein); and (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights Any assets of offset and credits and claims for refund other than those described in Section 1.1(e); (H) all rights of Seller to use any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY"); (I) all personnel records related to non-Transferred Employees or that Seller is required by law to retain in its possession; (J) the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS")’s affiliates.

Retained Assets. Seller shall retain Notwithstanding anything to the contrary herein, the following assets (the “Retained Assets”) are not, and the Purchased Assets shall not include the following assetsbe deemed to be, Transferred Assets: (Aa) the consideration to be delivered to Seller pursuant tocash and cash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) deposits securing bonds, letters of credit, leases and all other rights underobligations related primarily to the Neenah Business, this Agreement (ii) xxxxx cash and impressed funds related primarily to the Other Agreements to which Seller is a partyNeenah Business, and (iii) cash, cash equivalents, certificates of deposit, commercial paper and similar securities held in bank accounts of Neenah or any of its Subsidiaries; (Bb) any right, title or interest in and to any tax refund, credit or benefit to which any of the Xxxxxxxx-Xxxxx Parties is entitled in accordance with the terms of the Tax Sharing Agreement; (c) any amounts accrued on the books and records of Xxxxxxxx-Xxxxx or its Subsidiaries with respect to any Retained Liabilities; (d) except as provided in the Employee Matters Agreement, assets relating primarily to the provision of benefits to present or former employees of the Neenah Business; (e) any right, title or interest in and to any prepaid insurance premiums for the Xxxxxxxx-Xxxxx Policies existing immediately prior to the Distribution; (f) all proceeds from Seller's insurance policies, other assets of Xxxxxxxx-Xxxxx and its Subsidiaries other than those described in Section 1.1(kthe Transferred Assets; (g) all Trademarks and domain names other than the Trademarks and domain names set forth on Schedule 2.1(m); (C) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (Dh) all claimsCopyrights, choses in action, causes of action Patents and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability Software other than the Assumed Liabilities; (E) those Contracts identified Copyrights, Patents and Software set forth on Schedule 1.2; (F) all books and records related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e2.1(g); (Hi) all rights of Seller to use any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (Patents and patent disclosures covered by the "EXCLUDED INTELLECTUAL PROPERTY")Intellectual Property License Agreements; (Ij) all personnel records related to non-Transferred Employees or that Seller is required by law to retain in its possession; (J) the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included Shared Contracts not set forth on Schedule 1.2(l2.1(h)(iv); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (Rk) all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS"2.2(k).

Retained Assets. Seller The “Retained Assets” shall retain consist of all of Seller’s and its Affiliates’ rights, title and interest in and to all assets of every kind and description other than the Purchased Assets shall Assets, including but not include limited to the following assetsfollowing: (Aa) the consideration to be delivered to Seller pursuant toall cash on hand in Seller’s bank and lock box accounts, plus all marketable securities owned by Seller, and all other rights under, this Agreement of Seller’s accounts receivable and the Other Agreements to which Seller is a partyaccounts payable; (Bb) all proceeds from Seller's insurance policiescheckbooks, other than those described in Section 1.1(k)canceled checks and bank accounts; (Cc) Seller's company seals, certificates of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualificationsPermits; (Dd) all claims, choses rights in action, causes of action and judgments in respect of any benefits arising from claims and litigation matter identified on Schedule 4.12 and with respect that relate to any other Liability other than the Assumed LiabilitiesRetained Assets; (E) those Contracts identified on Schedule 1.2; (F) all books and records related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e); (He) all rights of Seller to use any service marksand its Affiliates under this Agreement and Seller’s corporate charter or formation documents, service namesminute and stock record books, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate and corporate seal and tax returns; (f) all insurance policies of Seller and rights thereunder; (including g) any derivatives thereofrights of Seller or its Affiliates to reimbursements, indemnification, hold-harmless or similar rights relating to the acquisition or use by Seller of the Purchased Assets and Licensed Products; (h) or blueprintsall Intellectual Property; (i) all Contracts other than the Assumed Contracts, drawingsincluding, designssubject to Section 1.1(d) hereto, manuals, documentation or other intellectual property rights under any Contract identified the Contracts listed on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller 1.2(i) hereto (the "EXCLUDED INTELLECTUAL PROPERTY"“Retained Contracts”); (Ij) all personnel records related refunds or credits for Taxes imposed on Seller for any Tax period, including refunds or credits for Taxes relating to non-Transferred Employees the various portions of the Purchased Assets and Licensed Products for all Tax periods or that Seller is required by law to retain in its possessionportions thereof ending on or before the Effective Date; (J) the Retained Real Property; (Kk) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to assets of Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (that are not exclusively related to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit PlansLicensed Product Line; and (Rl) all other the assets set forth on in Schedule 1.2 (collectively, the "RETAINED ASSETS")1.2(l) hereto.

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall will retain and the Purchased Assets shall not include the following assets:assets (the “Retained Assets”): 2.2.1 cash, cash equivalents (A) the consideration to be delivered to Seller pursuant tonet of outstanding checks or overdrafts), bank accounts, liquid investments, pre-paid investments and all other rights under, this Agreement and the Other Agreements to which Seller is a partymarketable securities; 2.2.2 all of Seller’s Tax Returns, financial statements and books and records relating to Seller’s business that are not related to the Transferred Assets; 2.2.3 all claims and insurance recoveries relating to Seller’s business that are not related to the Transferred Agreements or Transferred Assets; 2.2.4 Seller Benefit Plans and contracts of insurance for employee group medical, dental and life insurance plans; 2.2.5 all insurance policies (B) all proceeds from Seller's insurance policies, other than those described in Section 1.1(kexcept to the extent specified on Schedule 2.1.14); (C) 2.2.6 Seller's company seals, certificates of incorporation ’s corporate charter and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do conduct business as a foreign company and all corporation, arrangements with registered agents relating to foreign qualifications; , taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation (D) all claims, choses in action, causes of action and judgments in respect provided that Purchaser shall be entitled to a copy of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records such documentation related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(eTransferred Assets); (H) all rights 2.2.7 copies of Seller the corporate charters, qualifications to use any service marksconduct business as a foreign corporation, service namestaxpayer and other identification numbers, trademarksminute books, trade namesstock transfer books and other documents relating to the organization, domain names, logos or brand names of, or sublicensed maintenance and existence of the Business prior to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY")Closing Date; (I) 2.2.8 all personnel records related to non-Transferred Employees or and other records that Seller is required by law Law to retain in its possession; (J) the Retained Real Property; (K) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options 2.2.9 any Deposits and other instruments and securities, and bank and mutual fund accounts; (L) all accounts or notes receivable owed to Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (Advances to the extent of related to any coverage for Seller Liabilities)Excluded Liability; (Q) the Benefit Plans and 2.2.10 all assets maintained pursuant exclusively related to or Seller’s Enterprise Network Services business segment (“ENS Segment”) and Seller’s Government Network Services business segment (“GNS Segment”) (but excluding any Transferred Assets, including those assets listed on Schedules 2.1.1 through 2.1.20), as each such business segment is described in connection with the Benefit Plans2005 10- K; 2.2.11 all rights of Seller under the Transaction Documents; and (R) 2.2.12 all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS")2.2.12.

Retained Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Buyer is not purchasing from the Seller, and the Seller shall retain is not selling to the Buyer, any assets, properties and rights of the Seller other than the Purchased Assets shall not include (all assets, properties and rights of the following assetsSeller other than the Purchased Assets are referred to herein as the “Retained Assets”). Without limiting the generality of the foregoing, and solely for purposes of clarity, the Retained Assets of the Seller include: (Aa) the consideration to be delivered to Seller pursuant to, all cash and all other rights under, this Agreement and the Other Agreements to which Seller is a partycash equivalents; (Bb) all proceeds from Seller's insurance policiespre-paid expenses; (c) all real property (whether owned or leased), including any security deposits related to such real property, other than those described in Section 1.1(k)the real property covered by the Lease; (Cd) Seller's company sealsall accounts, certificates of incorporation notes and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account or other records relating to receivables; (e) except for the organization of Seller and its predecessors as entitiesTangible Assets, all equipment, machinery and other tangible assets not used to operate and manage the CYS Business; (f) the corporate charter, qualifications to do conduct business as a foreign company and all corporation, arrangements with registered agents relating to foreign qualificationsqualification, taxpayer and other identification numbers, seals, minute books, stockholder and stock transfer records and all other similar corporate records of the Seller; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records related to the Retained Assets and the Seller Liabilities; (G) advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund other than those described in Section 1.1(e); (H) all rights of Seller to use any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY"); (Ig) all personnel records related to non-Transferred Employees or that Seller of any Employee who is required by law to retain in its possessionnot a Continuing Employee; (Jh) the Retained Real Propertyall insurance policies and claims thereunder, claims for and rights to receive Tax refunds, all Tax Returns and any notes, worksheets, files or documents relating thereto; (Ki) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options Contracts other than the Assigned Contracts and other instruments and securities, and bank and mutual fund accounts;the Lease; and (Lj) all accounts or notes receivable owed rights to maintain any Proceedings in existence prior to the Closing to which the Seller by Parent or any Affiliate of Parent included on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller is a party and to recover damages in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature relation thereto and description under or arising out of such policies and bonds, as well as all rights under past to institute and current policies of insurance held by Seller (to the extent of maintain any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or Proceedings in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectivelyassets, the "RETAINED ASSETS")liabilities or operations of Seller post-Closing.

Retained Assets. Buyer is not purchasing from Seller, and Seller is not selling to Buyer, and, where applicable, Seller shall retain all of its right, title and the Purchased Assets shall not include interest in and to, each of the following assets:, properties and rights of Seller (collectively, the “Retained Assets”): (Aa) all cash and cash equivalents of Seller not located at the consideration to be delivered to Seller pursuant to, and all other rights under, this Agreement and the Other Agreements to which Seller is a partyFacilities; (Bb) all proceeds from Contracts other than the Assigned Contracts; (c) all Plans, and the assets thereof; (d) all (i) intercompany accounts receivable of Seller's insurance policies, and notes for those accounts receivable, of the Business where the obligee is Seller and the obligor is Parent or an Affiliate of Seller, and (ii) all other accounts and notes receivable of Seller (other than billed and unbilled trade accounts receivable of the Business), regardless of when due and payable, together with the full benefit of all security and other rights relating thereto; (e) copies of all of the Assigned Contracts and all Business Information, other than those described in Section 1.1(k); (C) Seller's company sealsthe Customer Database, certificates copies of incorporation and formation, limited liability company operating agreement, minute books, stock books, Tax Returns, equity records, books of account such documents as are reasonably needed by Seller to pursue or other records relating to the organization of Seller and its predecessors as entities, all qualifications to do business as a foreign company and all arrangements with registered agents relating to foreign qualifications; (D) all claims, choses in action, causes of action and judgments in respect of any litigation matter identified on Schedule 4.12 and with respect to any other Liability other than the Assumed Liabilities; (E) those Contracts identified on Schedule 1.2; (F) all books and records defend claims related to the Retained Assets or Retained Liabilities, and the all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and any other books and records which Seller Liabilitiesis prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (Gf) advance paymentsSeller’s organizational documents, rental depositstaxpayer and other identification numbers, prepaid itemsseals, claimsminute books, deferred chargesmembership interest records and all other similar limited liability company books and records of Seller, rights of offset and credits and claims for refund other than those described in Section 1.1(e)including communications that are protected by an attorney-client privilege or the attorney work-product privilege; (Hg) all rights of Seller to use and its Affiliates under this Agreement and the Ancillary Documents and any service marks, service names, trademarks, trade names, domain names, logos or brand names of, or sublicensed to Seller by, any Affiliate of Seller (including any derivatives claims in respect thereof) or blueprints, drawings, designs, manuals, documentation or other intellectual property rights under any Contract identified on Schedule 1.2 or attributable to or that are used or usable exclusively in Seller's manufacturing of products for Parent or any other Affiliate of Seller (the "EXCLUDED INTELLECTUAL PROPERTY"); (Ih) all personnel records related (i) Tax Returns (including supporting schedules) other than those included in the Purchased Assets pursuant to nonSection 1.2(g) and (ii) refunds, credits, claims or entitlements with respect to Taxes to the extent arising out of or relating to the Purchased Assets or the Business for any pre-Transferred Employees or that Seller is required by law to retain in its possessionClosing Date portions of any Straddle Periods; (Ji) the Retained Real Propertyall insurance policies of Seller, and all rights to applicable claims and proceeds thereunder; (Kj) all cash, cash in banks, cash equivalents, investments, including stock, debt, instruments, options and other instruments and securities, and bank and mutual fund accountsthe Parent Marks; (Lk) all accounts rights, claims, causes of action, credits or notes receivable owed to rights of setoff against Third Parties (including all indemnities, warranties and similar rights) in favor of the Seller by Parent or any Affiliate of Parent included its Representatives to the extent relating to (i) any Retained Asset or (ii) any Retained Liability; and (l) those contracts set forth on Schedule 1.2(l); (M) refunds or claims for refunds of Taxes paid by Seller, including Seller's federal income tax refund for the four-year period ending on December 31, 1994 of approximately $1.5 million; (N) all shares of capital stock or other ownership interests held by Seller in any Subsidiary; (O) all payments, deposits or other prepaid expenses with respect to any of Seller's, or any of Seller's Affiliates, representatives or any of the Retained Assets; (P) all insurance policies, fidelity or surety bonds or fiduciary liability policies covering the Purchased Assets, the Business or the operations, employees, officers or directors of Seller, all of Seller's rights of every nature and description under or arising out of such policies and bonds, as well as all rights under past and current policies of insurance held by Seller (to the extent of any coverage for Seller Liabilities); (Q) the Benefit Plans and all assets maintained pursuant to or in connection with the Benefit Plans; and (R) all other assets set forth on Schedule 1.2 (collectively, the "RETAINED ASSETS").