definiens: means:(i ) all assets identified in Schedule 1.02(b)(i);(ii ) all accounts receivable of the Seller Parties arising out of the operation or conduct of theBusiness prior to the Effective Date;(iii ) all cash and cash equivalents of Seller Parties ( other than the Med One Escrow Accounts);(iv ) all rights, claims, credits, rights of set - off and causes of action of Seller set forth onSchedule 1.02(b)(iv ) and/or relating to any Excluded Asset or any Retained Liability, including ( A ) any such items arisingunder insurance policies ( except as provided in Section 1.02(a)(x ) ) and ( B ) all rights, claims, credits, rights of set - off andcauses of action to the extent relating to any Excluded Asset or any Retained Liability that Seller, in any capacity, ever had, now has or may or shall have in the future, whether known or unknown, relating in any way to Seller ’s purchase orprocurement of any good, service or product for, or on behalf of, the Business, in either case, at any time up until the Closingand to the extent relating to any Excluded Asset or Retained Liability ; along with any and all recoveries by settlement, judgment or otherwise in connection with any such Claims;(v ) any shares of capital stock of any affiliate of Seller ( other than CLRT);3(vi ) any assets relating to any employee benefit plan in which any employees of Seller or anyof its affiliates participate;(vii ) any refunds or credits, claims for refunds or credits or rights to receive refunds or creditsfrom any Taxing Authority ( as defined in Section 3.10(a ) ) with respect to Taxes paid or to be paid by either Seller Party or anyof their affiliates relating to periods or portions thereof ending on or prior to the Closing Date;(viii ) unless specifically included in Section 1.02(a ), any taxpayer and other identificationnumbers, Tax Returns, Tax information, records ( including accounting records ) related to Taxes ( as defined in Section 3.10(a))paid or payable by either Seller Party or any of their affiliates ( including copies of such information and records relating toTaxes assumed by Purchaser ) and all financial and Tax records relating to the Business that form part of such Seller Party ’s orany of its affiliates ’ general ledger;(ix ) all records prepared in connection with the sale of the Business, including bids receivedfrom third persons and analyses relating to the Business;(x ) all rights of Seller under this Agreement and any other agreements, certificates andinstruments relating to the sale of the Business ( or any portion thereof ) or otherwise delivered in connection with thisAgreement;(xi ) the name and mark ( in any style or design ) and the other names and marks ( inany style or design ) identified on Schedule 1.02(b)(xi ), and any name or mark derived from or including any of the foregoing;(xii ) all information technology network infrastructure ( including servers, massstorage devices, routers, switches, hubs, ports, access nodes, Storage Array Networks, firewalls, phone systems, voicemailsystems and the software for the management of any of the foregoing ), except that the Med One Server shall be included in theTransferred Assets;(xiii ) all corporate - level assets ( e.g