Common use of Retained Assets Clause in Contracts

Retained Assets. Supernus expressly understands and agrees that the following assets and properties of SLI (the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets: (i) all 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; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) 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 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 transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”).

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI and Franchisor or any of its Affiliates (Purchaser’s use of which will be governed by the Purchaser Franchise Agreements); (d) except as set forth in the Leases and not Subleases and the building and leasehold improvements for the New Sites and the Future Restaurant, any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Contributed Assets: 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of 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 marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format warranties and/or service agreements that (i) used or held for use in automatically transfer to the Retained Business or relating to any Purchaser as the new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the transactions contemplated hereby; one hand, and any Affiliate of Seller, on the other hand; DB02/0502991.0000/9783465.8 WP01 (vim) all minute books donation canisters located in the Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (“DTFA” and corporate records of SLI all money therein (the “DTFA Canisters”); and its Affiliates; (viin) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) all Tax refunds any stock 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 other equity interest in respect of such refund or credit; (ix) all rights of SLI arising under this Agreement Seller or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)entity.

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI and Seller or any of its Affiliates and not Affiliates; (d) any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Contributed Assets: 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of sale (“POS”) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) 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 marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format warranties and/or service agreements that (i) used or held for use in automatically transfer to the Retained Business or relating to any Purchaser as the new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or the transactions contemplated hereby; (vi) all minute books and corporate records of SLI and expenses on Seller or its Affiliates; ; and (viil) any Contracts between Seller, on the Pre-Closing Accrued Income one hand, and any Affiliate of Seller, on the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)hand.

Retained Assets. Supernus expressly understands Notwithstanding anything in Section 1.1 to the contrary, no Buyer is purchasing from Seller, nor any of its Affiliates, and agrees that neither Seller nor any of its Affiliates, is selling to any of the Buyers, the following assets assets, properties and properties rights of SLI Seller or Seller’s Affiliates (collectively, the “Retained Assets”): (a) shall be retained all right, title and interest in and to all cash, cash equivalents, short-term instruments and all similar types of investments, such as certificates of deposits, treasury bills and other securities; (b) all right, title and interest in and to Real Property (whether owned or leased by SLI and Seller); (c) any raw materials, work-in-process or finished goods inventories of any of the Seller or any of its Affiliates and Affiliates, whether or not included held for use in the Contributed Assets:Business; (d) All Contracts other than Assigned Contracts; (e) all Patents and Trademarks and other Intellectual Property being licensed to Buyer under the IP Use Transition Agreement or the Shared IP License (subject to Buyer’s rights under those agreements); (f) all patents, patent applications and registered trademarks not listed on Schedule 1.1(a)(iv)(A) or Schedule 1.1(a)(iv)(B) and all other Intellectual Property other than the Transferred Intellectual Property; (g) all licenses for routine office software or other shrink-wrap or click-wrap software and all rights to software that is subject to enterprise software licenses; (h) all furniture and any general office equipment or supplies that are readily procurable from third party sources; (i) all cash and cash equivalents, including any marketable securities, on hand and vehicles other than the vehicles subject to leases that are included in banks and any security deposits in respect of any Retained Asset or Contributed Assetthe Assigned Contracts; (iij) insurance policies relating to all accounts receivable from customers located in Australia or New Zealand and all tangible assets used in the conduct of the Business and located in Australia or the Contributed Assets and all claims, credits, causes of action or rights thereunderNew Zealand; (iiik) all Intellectual Property Rights rights in and to all names and Marks incorporating “Ecolab” or any derivation therefrom and all corporate symbols or logos incorporating “Ecolab” either alone or in combination with any other than word or xxxx and any and all good will represented thereby or pertaining thereto, subject to Buyer’s rights under the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-HowIP Use Transition Agreement; (ivl) any information or data relating to any Transferred Employee that either (i) Seller is prohibited by Law from transferring to Buyer or (ii) such Transferred Employee has not provided written consent to Buyer to receive such information or data; (m) any information or data relating to employees of Seller who are not Transferred Employees; (n) all litigation files and the information contained therein; (o) all loans or other property obligations due from employees of Seller or its Affiliates; (p) Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, shareholder and stock transfer records and all other similar corporate records of Seller; (q) all income Tax refunds, deductions and credits relating to Taxes paid for all periods or portions of periods ending prior to the Closing; (r) all proceeds arising from or relating to any Proceeding or Order to which Seller or any of its Affiliates is a party or is otherwise bound; (s) all Benefit Plans of Seller or its Affiliates and all assets thereof and related thereto; (t) subject to Section 7.7, all insurance policies and all rights and interests thereunder or in connection therewith; (u) all rights of Seller under this Agreement and the Retained Business set forth on Schedule 2.02Ancillary Documents; (v) all booksdocuments related to a Retained Asset or a Retained Liability; and (w) except as specifically described in Section 1.1, recordsor listed or described in any Schedule referenced therein, files and papersall assets, whether in hard copy or computer format (i) used not described above, tangible or intangible, owned, leased or held for use by Seller or any Affiliate of Seller that are not exclusively or primarily used in the Retained Business or relating to any of 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 transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)as presently conducted.

Retained Assets. Supernus expressly understands The following properties, assets, rights and agrees that interests of the following assets and properties of SLI Seller (the “"Retained Assets”") shall be retained by SLI are expressly excluded from the purchase and its Affiliates and sale contemplated hereby and, as such, are not included in the Contributed Assets: (ia) all real property not identified or otherwise described in Section 1.1; (b) the Seller's rights under this Agreement; (c) except for the assets described in, and subject to the provisions of, Sections 1.7 and 1.8 hereof, all assets of the Seller and its Affiliates used in or relating to the Medical Business unless such use or relationship is only casual or de minimus; (d) all cash, cash equivalents and cash equivalentsmarketable securities of the Seller its Affiliates, including including, without limitation, and subject to Section 9.7(a) hereof, any marketable securitiesand all security deposits; (e) any inventory of computer hardware, on hand operating system software, parts and related equipment (whether or not useable in banks the Commercial Business) other than the Acquired Inventory; (f) any and any security deposits all rights of the Seller and its Affiliates in and to or in respect of any Retained Asset telephone systems (other than the Telephone Equipment), support call systems or Contributed Assetaccounting and other management information systems (whether or not used or useable in the Commercial Business); (iig) insurance policies relating to the Business or the Contributed Assets any and all claimsrights of any one or more of the Seller its Affiliates under or with respect to any original equipment manufacturing or similar agreement (each an "OEM Agreement"), creditsincluding, causes without limitation, the OEM Agreements between PCN and each of action or rights thereunderIBM and Xxxxx; (iiih) any and all Intellectual Property Rights other than rights of the Business Intellectual Property Rights (Seller under the “Retained Intellectual Property Rights”), including for Software License and Support Agreement regarding the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-HowDatatrak Publishers Management Software; (ivi) the other property any and assets all of the Retained Business set forth on Schedule 2.02rights of the Seller under the Reseller Agreements for VERSYSS Solution/RISC products between any Reseller and the Seller (the "Risc Agreements"); (vj) any and all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in rights of the Retained Business or relating Seller with respect to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes assets and manufacturing materials relating agreements referred to on Schedule 5.20 hereto and the Compounds, assets and agreements (iix) used in providing or reasonably related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto services to be provided by PCN to the Purchaser under the Transition Services Agreement (as defined in Section 10.2(e)(i) hereof) or (iiiy) prepared 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 the Seller in connection with this Agreement any one or the transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) all Tax refunds or credits more of the Business relating to the Pre-Closing Tax Periodsale, whether received prior to distribution and maintenance of any computer hardware or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxoperating system software products; and (xim) any assets of the Seller, the use of 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 be conclusively deemed, for all prepaid expensespurposes, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)not to be used in or related to the Medical Business.

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI Seller or any of its Affiliates; (d) except as set forth in the Leases and its Affiliates Subleases and not the building and leasehold improvements for the Future Restaurant, any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Contributed Assets: 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of 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 marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format warranties and/or service agreements that (i) used or held for use in automatically transfer to the Retained Business or relating to any Purchaser as the new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the transactions contemplated hereby; one hand, and any Affiliate of Seller, on the other hand and (vim) all minute books donation canisters located in the Restaurants owned by the Dxxx Xxxxxx Foundation for Adoption (“DTFA” and corporate records of SLI and its Affiliates; all money therein (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid ExpensesDTFA Canisters”).

Retained Assets. Supernus expressly understands Notwithstanding the foregoing, the Assets shall not include, and agrees that there is excepted, reserved and excluded from the Transaction, all of Seller’s right, title and interest in and to the following assets and properties of SLI (collectively, the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets:): (ia) all cash The properties and cash equivalents, including any marketable securities, on hand and interests described in banks and any security deposits in respect of any Retained Asset or Contributed AssetExhibit G (“Excluded Assets”); (iib) insurance policies All files, records, and data to the extent relating to the Business items described in Section 1.4(a); legal records and legal files of Seller, including all work product of and attorney-client communications with Seller’s legal counsel or any other documents or instruments that may be protected by an attorney-client privilege, but excluding any title opinions covering the Contributed Leases, Lands, Units and Xxxxx; and data, correspondence, materials, descriptions and records relating to the auction, marketing, sales negotiation or sale of the Assets (other than sales of Hydrocarbons and all claimsother than the Contracts), creditsincluding the existence or identities of any prospective inquirers, causes bidders or prospective purchasers of action or rights thereunderany of the Assets, any bids received from and records of negotiations with any such prospective purchasers and any analyses of such bids by any Person; (iiic) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”)All equipment, including for the avoidance of doubt but without limiting the foregoing the patents and patent applicationsmachinery, together with all foreign equivalents thereof, fixtures and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other tangible personal property and assets of the Retained Business set forth improvements located on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format (i) used or held for use solely in connection with the operation of the Retained Business Assets described in Sections 1.4(a) through (b) (including tanks, fixtures, injection facilities, produced water disposal facilities, third-party software licenses and proprietary software licenses related to SCADA telemetry systems, pumping units, flow lines, pipelines, gathering systems, gas and oil treating facilities, water discharge and/or treating facilities, machinery, power lines, and other appurtenances, improvements and facilities); (i) All corporate, financial, insurance policies, income, tax and legal records of Seller to the extent related to Seller’s business generally (whether or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials not relating to the Compounds, Retained Assets); (ii) related all books, records and files to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or extent relating to the Retained Assets; (iii) prepared all partially assigned Contracts which are retained in connection with this Agreement or part by Seller which are shown on Schedule 1.4(d)(iv); (iv) all Contracts relating to the transactions contemplated hereby; Retained Assets which are shown on Schedule 1.4(d)(iv); (v) all master services agreements; and (vi) all minute books Contracts between Seller and corporate records Affiliates of SLI Seller (the Contracts described in subparts (iii), (iv), (v), and its Affiliates(vi), the “Excluded Contracts”); (viie) All rights to any refunds for Taxes or other costs or expenses borne by Seller or Seller’s predecessors in interest and title attributable to periods prior to the Pre-Closing Accrued Income and Effective Time (except to the Pre-Closing Receivablesextent related to the Assumed Liabilities); (viiif) all Tax refunds Seller’s bonds, permits and licenses or credits of the Business relating other permits, licenses or authorizations to the Pre-Closing Tax Period, whether received prior to extent used in the conduct of Seller’s business generally or after which are not used in connection with the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or creditAssets; (ixg) all rights All trade credits, accounts receivable, notes receivable, take or pay amounts receivable, Imbalances, joint interest billing refunds, settlements or claims from or related to any joint interest billing audit and other receivables attributable to the Assets with respect to any period of SLI arising under this Agreement or any other Transaction Document time prior to which it is the Effective Time (except to the extent such amount represents a party or the transactions contemplated hereby or thereby; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxrecovery of an Assumed Liability); and (xih) all prepaid expensesAny refunds due Seller by any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement (a “Third Party”) for any overpayment of rentals, royalties, excess royalty interests or production payments or Taxes, including ad valorem taxesseverance tax refunds based on exemptions for high cost gas, leases and rentals attributable to the Assets with respect to any period of time prior to the Effective Time (collectively, “Prepaid Expenses”except to the extent such amount represents a recovery of an Assumed Liability).

Retained Assets. Supernus expressly understands In addition to the assets, properties and agrees that 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 and assets, properties or rights, all of SLI (the “Retained Assets”) which shall be retained by SLI and its Affiliates and Sellers (collectively referred to herein as the "Retained Assets"): (a) Any assets, properties or rights that are not included used primarily in the Contributed Assets: conduct of the Harvxx Xxxertainment Business, including, without limitation, the assets, properties and rights used primarily in the conduct of the film business of Pepix/Xxxhx Entertainment Group, Inc., a California corporation (i"PM Entertainment") all cash and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect a wholly owned subsidiary of any Retained Asset or Contributed Assetthe Company; (iib) insurance policies relating to The License Agreements regarding the Business or film "Casper's Haunted Christmas", and the Contributed Assets film "Baby Xxxx'x Xxxat Easter Adventure" (and all claimsproceeds and accounts receivable relating thereto (including, creditswithout limitation, causes of action the Retained Receivables and all overages)) for which deal memos or rights thereunderexecuted agreements were either in negotiation, pending, entered into or renewed prior to February 1, 2001, all as listed on Schedule 1.2(b); (iiic) all Intellectual Property Rights The accounts, notes and other than receivables, and other rights to payment of money, of Sellers arising under the Business Intellectual Property Rights License Agreements listed on Schedule 1.2(b), including, without limitation, those listed on Schedule 1.2(c) (the “"Retained Intellectual Property Rights”Receivables"); (d) Any cash on hand, including for and cash in transit from Hearst Entertainment in the avoidance amount of doubt but without limiting 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 foregoing the patents and patent applications, together with all foreign equivalents assets thereof, and all other items set forth on Schedule 2.02 employee benefit plans or arrangements and the SLI Compound Know-Howassets thereof; (ivf) the other Any real property and assets leases of, and other interests in, real property of the Retained Business set forth on Schedule 2.02Sellers, including, without limitation, deposits relating thereto; (vg) all books, records, files and papers, whether in hard copy Any capital stock or computer format (i) used other equity interests of Sellers or held for use in the Retained Business or relating to any of 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 transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its their Affiliates; (viih) All securities and equipment in the Pre-Closing Accrued Income 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 Pre-Closing Receivablesfilms "Layover" and "Roxanne's Best Christmas; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)."

Retained Assets. Supernus expressly understands The Purchased Assets shall exclude all of RCMV’s and agrees that IOC Holdings’ right, title and interest in and to the following assets assets, rights and properties of SLI RCMV and IOC Holdings that are not predominantly used in the operation of the Vicksburg Business or the IOC Holdings Hotel and the following assets, rights and properties of RCMV or IOC Holdings (collectively, the “Retained Assets”): (a) shall be retained by SLI and its Affiliates and not other than the cash included in the Contributed Assets: (i) Section 2.02(a), all cash, cash equivalents or marketable securities of Sellers and cash equivalents, including all rights to any marketable securities, on hand and in banks and any security deposits in respect bank accounts of any Retained Asset or Contributed AssetSellers; (iib) insurance policies relating to the Business or rights, assets and properties described in Section 2.03(b) of the Contributed Assets and all claims, credits, causes of action or rights thereunderDisclosure Schedule; (iiic) all Intellectual Property Rights other than liquor containers at the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”)Vicksburg Casino, including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 Vicksburg Related Properties and the SLI Compound Know-HowIOC Holdings Hotel that have been opened prior to the Closing; (ivd) intercompany accounts receivable or payables from or to Isle or any its Affiliates or any management agreements between the other property Business and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy Isle or computer format (i) used or held for use in the Retained Business or relating to any of 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 transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (viie) the Pretrademarks, 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-Closing Accrued Income how, inventions, inventors’ notes, drawings and designs, websites and any and all other intellectual property owned by or licensed to the Sellers or any of their Affiliates of any kind or nature, together with all goodwill associated with any of the foregoing and any licenses with respect to any of 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 top of the IOC Holdings Hotel and the Pre-Closing ReceivablesVicksburg Hotel in accordance with Section 14.09(b) but excluding any reader board entrance signs other than pursuant to Section 14.09(e); (viiif) all Tax credits, Tax deposits, rights to Tax refunds and prepaid Taxes (except to the extent they are included as a Current Asset or credits 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 Business 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 Pre-Closing Tax PeriodRetained Assets or Excluded Liabilities, whether received prior employee records of Transferred Employees that cannot be transferred to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or creditPurchasers under applicable Law and corporate training manuals; (ixi) 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 claim, cause of SLI arising under this Agreement action, proceeding or any other Transaction Document similar action against Sellers or their Affiliates with respect to which it is a party or an Assigned Contract for matters that occur prior to the transactions contemplated hereby or therebyClosing Date that would be an Excluded Liability; (xj) all insurance policies of 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 chips which bear Isle IP; (m) any items held for sale in any gift shop that contain any Isle IP; (n) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC limited liability company interests in CSNO and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XxxxxxxxHoldings; and (xio) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)the Sellers’ rights under this Agreement.

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI Seller or any of its Affiliates; (d) except as set forth in the Leases and its Affiliates Subleases and not the building and leasehold improvements for the Future Restaurant, any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Contributed Assets: 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of 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 marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format warranties and/or service agreements that (i) used or held for use in automatically transfer to the Retained Business or relating to any Purchaser as the new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the transactions contemplated hereby; one hand, and any Affiliate of Seller, on the other hand and (vim) all minute books donation canisters located in the Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (“DTFA” and corporate records of SLI and its Affiliates; all money therein (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid ExpensesDTFA Canisters”).

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained 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) any intangible assets of Seller not exclusively related to the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI Seller or any of its Affiliates; (d) except as set forth in the Leases and its Affiliates Subleases and not except for (i) the Restaurant 10504 Real Property, and (ii) the building and leasehold improvements for the Restaurant located at 0000 Xxxx Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx (“Restaurant #10506”), which, in each case, are included in the Contributed Assets: , any owned or leased real property related to the 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services at the Restaurants; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of 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 any marketable securitiesthe cash register system, on hand coin changer, time clock, outside display board and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claimsdrive-thru audio system, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format except those that (i) used or held for use in automatically transfer to Purchaser as the Retained Business or relating to any new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or expenses on Seller or its Affiliates; (l) any Contracts between Seller, on the transactions contemplated hereby; one hand, and any Affiliate of Seller, on the other hand; and (vim) all minute books donation canisters located in the Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (“DTFA”) and corporate records of SLI and its Affiliates; all money therein (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid ExpensesDTFA Canisters”).

Retained Assets. Supernus expressly understands and agrees that the following assets and properties of SLI (the “The Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed AssetsAssets are: (ia) all cash the 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) cash, cash equivalents, including any marketable securities, on hand bank accounts and in banks and any security deposits in respect of any Retained Asset or Contributed Assetsimilar investments; (iic) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereundersecurities; (iiid) other than those assets described in Sections (a) through (i) of Section 1.1.1 and the schedules referenced therein: (i) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including developed by or for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy owned by Seller or computer format (i) used or held for use in the Retained Business or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compoundsits Affiliates, (ii) related to the matters set forth on Schedules 3.07 name "Qwest," either alone or 6.01in conjunction with other words or phrases, including all documents "Qwest Xxxxx.Xxxxxxxxx," and attorney work papers related thereto any derivation or variant thereof, and (iii) prepared in connection with this Agreement all Software and other written documentation developed by or the transactions contemplated hereby; (vi) all minute books for and corporate records of SLI and owned by Seller or its Affiliates; (viie) accounts receivable not arising out of the Pre-Closing Accrued Income and operation of the Pre-Closing ReceivablesBusiness; (viiif) all Tax refunds 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 credits 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 relating to as of the Pre-Closing Tax Period, whether received prior to date hereof or after the Effective Time; provided that SLI Seller or its Affiliates paid will use primarily to provide services to Buyer under the Tax in respect of such refund or creditWholesale Services Agreement; (ixg) any leasehold interest in real property and any interest in and to all rights of SLI arising under this improvements, equipment, furniture, fixtures, machinery , other tangible personal property, and if the Real Estate Agreement is not executed, materials and supplies contained therein or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (x) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxthereon; and (xih) all prepaid expensesthe right to 50% of the termination payment, including ad valorem taxesif any, leases made in connection with the Termination Pending Contract. The assets described in this Section 1.1.2 are collectively referred herein as the "Retained Assets" and rentals (collectivelySeller will not sell, “Prepaid Expenses”)transfer, assign or convey to Buyer any right or interest in or to the Retained Assets.

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Assets to be transferred and agrees that assigned by Seller to Purchaser hereunder shall exclude the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained except with regard to the Vans, any tangible assets of Seller that are not located at a Restaurant at the Effective Time; (b) any intangible assets of Seller that relate to more than just the Restaurants; (c) any patents, trademarks, copyrights, domain names or other intellectual property owned, under application or licensed by SLI Seller or any of its Affiliates; (d) except as set forth in the Leases and its Affiliates Subleases and not except for the building and leasehold improvements for Unit #11353, any owned or leased real property related to the Restaurants (including any improvements thereon or thereat); (e) other than the cash banks included in the Contributed Assets: 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) any receivables related to the operations of the Restaurants prior to the Effective Time; (g) any deposits related to utility services; (h) any insurance policies, including all of Seller’s rights in and to unearned premiums, refunds, and all claims or possible claims under such policies; (i) all cash any current or historical files or records of Seller; (j) the application software and cash equivalentsprograms and wireless network software utilized in the point of sale (POS) system, manager’s work station (MWS) and/or training work station (TWS) located in the Restaurants; (k) 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 marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (ii) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether in hard copy or computer format warranties and/or service agreements that (i) used or held for use in automatically transfer to the Retained Business or relating to any Purchaser, as the new owner of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the CompoundsEquipment, (ii) related to do not require the matters set forth on Schedules 3.07 or 6.01, including all documents consent of any third parties and attorney work papers related thereto or (iii) prepared in connection with this Agreement do not impose any costs or the transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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 expenses on Seller or its Affiliates paid (the Tax in respect “Assignable Warranties”); (l) any Contracts between Seller, on the one hand, and any Affiliate of such refund or credit; Seller, on the other hand; and (ixm) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or donation canisters located in the transactions contemplated hereby or thereby; Restaurants owned by the Xxxx Xxxxxx Foundation for Adoption (x“DTFA”) and all money therein (the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and (xi) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid ExpensesDTFA Canisters”).

Retained Assets. Supernus expressly understands Notwithstanding any other provision of this Agreement to the contrary, the Seller Parties shall retain, and agrees that Buyer shall not acquire any Seller Party’s right, title or interest in or to, and the Acquired Assets will not include the following assets and properties of SLI (collectively, the “Retained Assets”): (a) shall be retained by SLI Seller’s rights under this Agreement and its Affiliates the Ancillary Agreements to which any Seller Party is a party; (b) all cash on hand and not cash equivalents at the time of Closing, except for such cash or cash equivalents included in the Contributed Assets:Acquired Assets under Section 1.1(h), and all bank accounts; (c) all Contracts of insurance and policies of insurance held by any Seller Party, including casualty, liability or group life, health or accident insurance; (d) all Employee Plans and Assets related to any Employee Plan; (e) each Seller Party’s corporate charter, qualification to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, corporate seal, minute books, stock transfer books, blank stock certificates, books and records (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 other documents relating to the organization, maintenance or existence of any Seller Party as a corporation; and (f) all Assets exclusively related to or used in the Retained Businesses; (g) all equity interests in Seller and Seller’s Subsidiaries; (h) the Leases; (i) all cash and cash equivalents, including accounts receivable for money due to any marketable securities, Seller Party arising out of the sale of goods or materials or the rendering of services prior to the Closing by or on hand and in banks and any security deposits in respect behalf of any Retained Asset or Contributed AssetSeller Party that are in existence as of the Closing; (iij) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (iii) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (iv) the other property and assets of the Retained Business set forth on Schedule 2.02; (v) all books, records, files and papers, whether Seller’s interests in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of 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 transactions contemplated hereby; (vi) all minute books and corporate records of SLI and its Affiliates; (vii) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (viii) 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; (ix) 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; (x) the Lease certain Asset Purchase Agreement dated November 1as of August 7, 2002 2009 by and between ARE AcquisitionsSeller (f/k/a WebMediaBrands Inc.) and QuinStreet, LLC and SLI for the premises located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XxxxxxxxInc.; and (xik) all prepaid expensesthe Contracts, including ad valorem taxesAssets, leases properties, rights and rentals (collectively, “Prepaid Expenses”interests specifically described on Schedule 1.2(k).