definiens: ; and ( 0 the leoo means Whenever Ihis Agreemem refers to a numborof days ., such number shall refer to calendar days unless Business Days are specified . All accounting terms used but nO ! otherwise defined herein shall have the meanings ascribed 10 such terms under U.s, Generally Accepted Accounting Principles, consistently applied, ARTICLE 2 PURCHASE AND SALE or ASSETS 2, I Purchase and Sale of Asscrs, ( a ) Subject to the iCmts and conditions orthis Agreement, at the Closing, Seller li.hall sell, uansfer, convey, assign Ilnd deliver to Buyer, f,"CClI, and Buyer slut.ll PLU'Chase, acquire and accept from Seller, all right, litle and intere5 t, IS of the Closing . in and 10 ! be Purchased Assets, ( b ) NotwitruwKling anything a)nlained io thil : AgreemeollO the < ; Onlrary, ( i ) from and after the Closing, Seller mall retain III orits right, title and inlCre51 in and to the I'.xcluded Assets •• nd ( ii ) Seller OIl1y retain an I/'Chi ~ al copy of.ll A$ sumcd Conu.c~ Boob and Records ( " " IOOing any financial data reluing to ! he f > un : hasod ~ and ! he Busineu ), and ProdUC:1 o. UI ( loojCOC : IIO Seller 's eoof!demiality obligations pursuant 10 Section 10.1 hereof )