definiens: shall not mean, refer to or include the following ( collectively, the ) to the extent owned, used or held for use by Sellers or any of its Affiliates as of the Closing:(i ) the assets of any Sellers ’ Employee Plan held for the exclusive purpose of satisfyingobligations under such Sellers ’ Employee Plan;(ii ) any Contracts to which Sellers are a party or by which Sellers are bound not expresslyassumed in Section 2.1(b ) above;(iii ) the corporate charter and bylaws, qualifications to transact business as a foreigncorporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Sellers as a corporation;(iv ) all securities of any Subsidiaries of Sellers;(v ) all refunds of Taxes with respect to the Business and with respect to the Purchased Assets, in either case attributable to any Pre - Closing Tax Period and similar recoveries and benefits of Sellers and their respectiveSubsidiaries;24(vi ) all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, warranty rights, rights of set off, and rights of recoupment of any kind or nature ( including any such item relating to Taxes ) tothe extent not otherwise included in the Purchased Assets;(vii ) all rights of Sellers under this Agreement, each Ancillary Agreement or any agreement, certificate, instrument or other document executed and delivered by Sellers or Buyer in connection with the transactionscontemplated hereby or thereby, or any side agreement between Sellers and Buyer or its Affiliates entered into on or after thedate hereof, including Sellers ’ right to receive the Purchase Price as contemplated herein;(viii ) all books, records, files, documents, data, information and correspondence of Sellers, including without limitation Tax books and records, other than the Records or to the extent not otherwise included in thePurchased Assets or as otherwise provided in Section 9.1 ; provided that Buyer shall be entitled to make copies of Sellers ’ Taxbooks and records to the extent reasonably necessary for Buyer ’s operation of the Business following the Closing, includingBuyer ’s compliance with Tax laws and regulations;(ix ) any of Sellers ’ rights with respect to claims arising out of Excluded Liabilities;(x ) All attorney - client privileged communications provided to Sellers by Kaye Scholer LLPwith respect to this Agreement, any Ancillary Agreement, the transactions contemplated herein and therein, and/or to Parent, or any of Parent ’s directors ’ or officers ’, with respect to the Securities Act, the Exchange Act or other applicable securitieslaws;(xi ) all rights of Sellers under any insurance policies maintained by Sellers for the benefit oftheir respective directors and officers in their capacities as directors and officers including any premiums in connectiontherewith;(xii ) all rights, title and interest in and to all properties, assets and rights of Sellers that do notrelate to the Business;(xiii ) all assets properties or rights set forth on Schedule 2.1(c)(xiii ) hereto ; and(xiv ) the Factored Accounts and the corresponding asset accounts ( including any residual rightsto receive payments from the factor on account of the Factored Accounts ) ; provided that any cash amounts repaid to Sellers bythe factor or any underlying account debtor in respect of the Factored Accounts at or prior to Closing shall not constituteExcluded Assets