definiens: shall mean all of the assets, properties and rights of Seller primarily used in the Businessexisting as of the Closing, including : ( a ) the computers, machinery, equipment, tools and tooling, furniture, fixtures, supplies, leaseholdimprovements, motor vehicles, inventories and other tangible personal property listed on Schedule 1.1(a ) ; ( b ) the Intellectual Property listed on Schedule 1.1(a ) ; ( c ) all rights under Assigned Contracts ; ( d ) all claims, prepayments, deposits, refunds, causes of action, choses in action, rights of recovery, rightsof setoff and rights of recoupment applicable solely to the Business ; ( e ) the Permits listed on Schedule 1.1(a ) ; and ( f ) the books, records, accounts, ledgers, files, documents, correspondence, lists ( including customer andprospect lists ), employment records, manufacturing and procedural manuals, Intellectual Property records, sales andpromotional materials, studies, reports and other printed or written materials relating to the Acquired Assets