definiens: meansall the right, title and interest of the Company in, to and under the following assets as they exist at the time of theClosing, in each case, other than ( A ) the Excluded Assets and ( B ) as otherwise provided in this Section 1.02(a ): ( i ) all fee interests in the Owned Property, together with the right, title and interest in all buildings, improvements and fixtures thereon and all other appurtenances thereto ( the ) ; ( ii ) all tangible personal property and interests therein, including all machinery, equipment, molds, tools, spare parts, furniture, accessories, office materials, packaging and shipping materials, officeequipment, personal computers, telephone units, facsimile machines, file cabinets, artwork and drawings andother tangible personal property owned by the Company ; ( iii ) ( A ) the Patents, Trademarks and all other Intellectual Property that are owned by the Companyand ( B ) all Technology that is owned by the Company ; ( iv ) all Inventory that is owned by the Company ; ( v ) all Accounts Receivable, notes receivable and other amounts receivable from third parties, including customers and employees of the Company ; ( vi ) all credits, prepaid expenses ( other than prepaid insurance premiums ), deferred charges, advancepayments ( including any progress payments related to work that has not yet been completed under anyTransferred Contract ), security deposits and prepaid items of the Company ; ( vii ) all written Contracts to which the Company is a party, including each Contract set forth onSection 3.09(a ) of the Company Disclosure Schedule to which the Company is party, or by which theCompany is bound ( the ) ; ( viii ) to the extent transferable, all Permits issued to the Company and, in each case, all pendingapplications therefor or renewals thereof ( the ) ; ( ix ) except for any such items ( A ) relating to Tax matters for Pre - Closing Tax Periods or ( B ) arisingunder insurance policies ( except to the extent covered by clause ( xi ) below ), all rights, claims, credits, guarantees, warranties, indemnities and similar rights, causes of action, rights of recovery, rights of set - offand rights of recoupment ( ) in favor of the Company, to the extent relating to any TransferredAsset or any Assumed Liability ; ( x ) all Records of the Company, except to the extent arising out of or relating to the Excluded Assetsor Retained Liabilities ; 2 ( xi ) all property and casualty insurance proceeds actually received from third - party insuranceproviders in connection with ( i ) damage or destruction of any asset that is included in the Transferred Assetson the date of this Agreement and ( ii ) any Assumed Liability after Closing or, to the extent such Liability is notassumed at Closing as a result of Section 1.03, after the effective time of the applicable assumption ; ( xii ) to the extent transferable and arising out of the ownership of the Transferred Assets, all goodwill;and ( xiii ) all other assets and property of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by the Company, including, for the avoidance of doubt, all assets includedin the calculation of Current Assets, subject to adjustment as provided in Section 2.02