definiens: means only the following assets of the Company : ( a ) all assets relating to the Retained Business ( unles s such assets also constitute Assigned Assets ) ; 2 ( b ) those Material Contracts identified on Schedul e 3.9 as Excluded Assets or as not being not being part of the Assigned Assets ; ( c ) the ownership interests held by the Company in its wholly- owned subsidiaries, including [COMPANY] Consulting, Inc. and [COMPANY] Te chnologies, LLC ; ( d ) the minute books, stock record books, corporate fra nchise and Tax Returns of the Company and its Subsidiaries ( other than as covered by the definition of Assigned Assets ) ; ( e ) all warranty rights, guaranty rights, causes o f actions, judgments, Orders, claims or other similar rights, in the case of each of the fo regoing, solely to the extent arising with respect to, from or relating to the Excluded A ssets ; ( f ) all insurance benefits, including rights and procee ds, solely to the extent arising with respect to, from or relating to the Excluded Assets and the Company ’s continued workmen ’s compensation insurance, if any ; ( g ) the rights, claims or causes of action of the Compa ny against other Persons relating to the Business which relate to the discharge by the C ompany of the Excluded Liabilities ; ( h ) all refunds of any Tax that is an Excluded Lia bility ; ( i ) all employee benefit plans of the Company, and the assets and contracts relating thereto ; and ( j ) all attorney- client communications solely regarding this Agreeme nt, the Related Documents and the transactions contemplated hereby on or prior to the Closing Date