definiens: shall mean all assets, properties, interests and rights of Seller other than the Purchased Assets, including, without limiting thegenerality of the foregoing, each of the following assets : ( a ) the Excluded Contracts ; ( b ) all cash, cash equivalents, bank deposits or similar cash items of Seller ; ( c ) all Accounts Receivable ; ( d ) any Intellectual Property rights of Seller, other than the Purchased Intellectual Property ; ( e ) all minute books, organizational documents, stock registers and such other books and records ofSeller, and duplicate copies of such records, not included in the Purchased Assets ; 8 ( f ) any ( i ) other books and records that Seller is required by Law to retain or that Seller determines arenecessary or advisable to retain, including without limitation, any personnel files pertaining to any Employee or FormerEmployee ; provided, however, that Purchaser shall have the right to make copies of any portions of such retained books andrecords that relate to the Business or any of the Purchased Assets to the extent permitted under applicable Law ; ( ii ) anyinformation management systems of Seller, other than those used primarily in the conduct of the Business ; and ( iii ) documentsrelating to proposals to acquire the Business by Persons other than Purchaser ; ( g ) any claim, right or interest of Seller in or to any refund, rebate, abatement or other recovery forTaxes, together with any interest due thereon or penalty rebate arising therefrom ; ( h ) all insurance policies or rights to proceeds thereof relating to the assets, properties, business oroperations of Seller ; ( i ) all Tax Returns and financial statements of Seller and the Business and all records ( includingworking papers ) related thereto ; provided, however, that upon the reasonable request of Purchaser, Seller will provide toPurchaser copies of any portions of such Tax Returns or financial statements that relate to the Business ; ( j ) all of Seller ’s rights in any owned or leased real property ; ( k ) all Employee Benefit Plans ; ( l ) all of Seller ’s causes of action, claims, credits, demands or rights of set - off against third parties, to theextent related to any Excluded Asset ; ( m ) all rights that accrue to Seller under this Agreement ; ( n ) the Excluded Books and Records ; and ( o ) the assets listed on Schedule 2.2(o ) hereto