definiens: shall mean each of the following assets of Seller : ( a ) the Contracts listed on Schedule 2.2 ( a ) ( collectively, the ) ; ( b ) all Cash and Cash Equivalents, bank d eposits, marketable securities and other short - term investments or similar cash items of Seller ; 13 ( c ) Seller ’s certificate of incorporatio n, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock cer tificates, books and records and other documents ei ther relating to the organization, maintenance and exist ence of Seller as a corporation or not included in the Purchased Assets ; ( d ) the Intellectual Property rights of Seller listed on Schedule 2.2(d ) ( the ) ; ( e ) any personnel records and files perta ining to any Employee or Former Employee ; ( f ) any ( i ) other books and records that Seller is required by Law to retain or that Seller determines are necessary or advisable to retain, to the extent permitted by Law ; provided, however, th at Purchaser shall have the right to make copies of an y portions of such retained books and records that relate to the Business or any of the Purchased Assets if and to t he extent permitted by Law ; and ( ii ) documents rel ating to proposals to acquire the Business by Persons other than Purchaser ; ( g ) any claim, right or interest of Selle r in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, in eac h case relating to Taxes imposed on or with respect to the Business or the Purchased Assets that relate to an y period, or the portion of any period, ending prior to the Clos ing ; ( h ) all of Seller ’s causes of action, cl aims, credits, demands or rights of set - off against third parties, related to any Excluded Asset or set forth on Schedule 2.2(h ) ; ( i ) all insurance policies or rights to proceeds thereof relating to the assets, properties, business or operations of Seller, other than the As signed Insurance Policy ; ( j ) all Tax returns and financial statem ents of Seller and the Business and all records ( including working papers ) related thereto ; ( k ) except for the Retention and Severanc e Agreements listed on Schedule 7.14(d ), all Employee Benefit Plans ; ( l ) all rights that accrue to Seller und er this Agreement ; and ( m ) the assets listed on Schedule 2.2(m )