definiens: means all assets, properties, rights, claims, business operations, franchises and privileges of Seller used or held for use in the Business of every kind and nature whatsoever ( tangible, intangible or mixed ) and wherever located, except that Acquired A ssets does not mean any Excluded Asset . Without limiting the generality of the foregoing, the Acquired Assets include the following as of the Closing Date : ( a ) all goodwill with respect to the Business ; ( b ) all of the Intellectual Property rights of Seller, including Seller ’s Intellectual Property rights in ( i ) the Records related to the Medicaid Contract, the D -SNP Contract and the Business ( for the avoidance of doubt, other than the Excluded Records ), including all customer, Enrollee, supplier and service provider lists, all employee records ( to the extent permitted by applicable Legal Requirements ) and Provider records, and similar information used in Seller ’s performance of the Medicaid Contract, th e D - SNP Contract and/or the Business, all other contact information, mailing lists and similar files, ( ii ) Seller ’s trade names and trademarks and any variation or forms thereof and ( iii ) those IP Licenses included in the Assumed Contracts ; ( c ) all rig hts and interests in the Medicaid Contract, the D -SNP Contract, the Services Agreement and all other Contracts, including ( i ) each Seller Real Property Lease, and ( ii ) each Contract with a Provider ( each a, and collectively, the Contrac ts referred to in this Section 1.1(c ), the ) ; ( d ) all rights to provide services to Enrollees in Seller ’s health plans comprising the Business and any other individuals who would be default -assigned to Seller ’s health plans from and after the Closing Date if Seller retained the right to serve Enrollees after the Closing, and the corresponding right to receive revenues ( and bonuses ) payable by payors with respect to such Enrollees ( and other individuals ) ; ( e ) all rights with respect to the submission by Passport of a response to the Medicaid RFP and any award to Passport pursuant to the Medicaid RFP, including any right Passport might have to enter into a 2020 Medicaid Contract arising out of a Medicaid RFP award ; ( f ) all personal property, furniture, fixtures, improvements, vehicles and equipment located on any leased real property and all other furniture, fixtures, vehicles and equipment, including computer and telecommunications hardware and software and information technology s ystems ; ( g ) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories ; ( h ) all accounts or notes receivable or any other consideration, all rights to payments due or becoming due to Seller under any Assumed Contract, and any security, claim, remedy or other right related to any of the foregoing ; 2 ( i ) all other debts owing to Seller, all prepaid expenses, advances and deposits in Seller ’s possession, all payments in transit to Seller, and a ll refunds or rebates that may now or hereafter be determined to be owed to Seller ; ( j ) all Governmental Authorizations to the extent transferrable pursuant to applicable Legal Requirements and all accreditations to the extent transferable ; ( k ) all rights to any security deposit with respect to any Seller Real Property Lease ; ( l ) all rights to income, royalties, damages and payments due at or after Closing and all other rights with respect thereto to the extent related to any Acquired Assets ; ( m ) all causes of action, demands, judgments, claims ( including insurance claims ), indemnity rights or other rights of Seller relating to the Acquired Assets or arising under express or implied warranties from suppliers with respect to any Acquired Asset, in cluding, without limitation, any pertaining to the Assumed Contracts, to the fullest extent permitted by applicable Legal Requirement ; ( n ) all assets constituting statutory capital and surplus, including cash and cash equivalents in excess of reserves for Taxes not yet due and payable and, following the payment of such Taxes, all cash and cash equivalents in excess of Taxes paid, any bonds, stock and other securities, and any surplus notes issued pursuant to Section 5.15 and outstanding on the Closing D ate ; ( o ) the Owned Real Property, together with all covenants, rights, options, easements, hereditaments, appurtenances and privileges thereto and all Improvements and the economic incentives associated therewith ; and ( p ) all rights of Seller under a ny insurance policy maintained for the benefit of the Business