definiens: shall mean all assets of Seller ( excluding only the Excluded Asset s described in Section 2.2 below ) as the same shall exist on and as of the Closing Date, including : ( a ) all Contracts ( other than the Exclude d Contracts ), to which Seller is a party and which relate to the Business, the Owned Real Proper ty and/or Leased Real Property ( including, without limitation, the Retention and Severance Agreements listed on Schedule 7.14(d ) ) ( collectively, the ) ; 12 ( b ) all Inventory ; ( c ) all Accounts Receivable as of the Closing Da te ; ( d ) the Equipment and Machinery and any other eq uipment and other tangible personal property relating to the Business ; ( e ) all Owned Real Property ; ( f ) all Leased Real Property ; ( g ) all Intellectual Property relating to the Bu siness ( other than the Excluded Intellectual Property ) ( collectively, the ) ; ( h ) all Books and Records, excluding such files as may be required under applicable Law regarding privacy ; ( i ) all Permits relating to the Business, the O wned Real Property and/or Leased Real Property to the extent assignable ( collectively, th e ) ; ( j ) all goodwill and other intangible assets as sociated with the Business, including the goodwill associated with the Purchased Intellectual Property ; ( k ) the insurance policy set forth on Schedule 2 .1(k ) ( the ) and all rights to proceeds of the Assigned Insur ance Policy ; and ( l ) all of Seller ’s claims, demands, deposits, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set - off an d rights of recoupment relating to the Business, ot her than those excluded pursuant to Section 2.2(g ) and Section 2.2 ( h )