definiens: meansall assets and right, title and interest of Seller Group ( or any member thereof ), other than the assets and right, title and interest expressly identified in Section 1.02(a ), including : ( i ) any cash or cash equivalents of Seller Group ( or any member thereof ) ; ( ii ) any accounts receivable of Seller Group ( or any member thereof ) ; 1 ( iii ) any Inventory other than the Transferred Inventory ( the ) ; ( iv ) any refunds or credits, or rights to receive refunds or credits, from any TaxingAuthority with respect to Taxes arising out of, relating to, resulting from or in connection with theTransferred Assets for Pre - Closing Tax Periods ; ( v ) any records ( including accounting records ) related to Taxes paid or payable by anymember of Seller Group or any affiliate thereof and any financial and Tax records relating to theTransferred Assets that form part of the general ledger of any member of Seller Group or any affiliatethereof ; ( vi ) all books, documents, records and files prepared in connection with or relating tothe transactions contemplated under this Agreement, including any strategic, valuation, financialand / or Tax analyses relating to the divestiture of the Transferred Assets and the Assumed Liabilities ; ( vii ) all corporate seals and all of the minute books and stock transfer books of anymember of the Seller Group ; ( viii ) all Seller Benefit Plans and assets ( including any related insurance proceeds ) of, and any rights of any member of the Seller Group in, any Seller Benefit Plan and any contracts thatconstitute ( or provide for services under ) such benefit plans ; ( ix ) all insurance policies ; and ( x ) any attorney work product, attorney - client communications and other itemsprotected by established legal privilege