definiens: shall not mean, refer to or include the following ( collectively, the ) to the extent owned, used or held for use by Transferors or any of their Affiliates as of the Closing : ( i ) the employee benefit plans of Transferors ; ( ii ) any contracts, commitments and other agreements to which any of the Transferors is a party or by which anyTransferor is bound not expressly assumed in Section 2.1(b ) above ; ( iii ) the corporate charter and bylaws, qualifications to transact business as a foreign corporation, arrangements withregistered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stocktransfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Astralas a corporation ; ( iv ) all cash and cash equivalents in Astral ’s or Alliance ’s accounts as of the Closing ; ( v ) all refunds of Taxes ( as defined below ) of Transferors ; ( vi ) all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, warranty rights, rightsof set off, and rights of recoupment of any kind or nature ( including any such item relating to Taxes ) relating to the ExcludedAssets or the Excluded Liabilities;-6- ( vii ) all rights of Transferors under this Agreement, any agreement, certificate, instrument or other documentexecuted and delivered by Transferors, Transferee or MultiCell in connection with the transactions contemplated hereby, orany side agreement between Transferors, Transferee and MultiCell entered into on or after the date hereof ; ( viii ) all books and records of Transferors which relate to the Taxes or Excluded Assets ; provided, however, Transferors agree that it shall provide Transferee and MultiCell with copies of, or reasonable access to, such books and recordsto the extent that any such books and records relate to any of the Contributed Assets or Assumed Liabilities ; and ( ix ) all assets expressly listed or described on Schedule 2.1(c)(ix ) hereto