definiens: . SECTION 1.02 Transfer of Assets . ( a ) The term means those certain assets described in this Section 1.02 that are solely and exclusively used by Seller or any Sellin g Affiliate, or held exclusively for use by Seller or any Selling Affiliate, in connection with the operation of the Monte Villa Facility ( other than the Excluded Asset s ), subject to any increases, decreases or dispositions thereof as may occur prior to the Closing in accordance wi th Section 5.02 : ( i ) all tangible personal property and interests th erein, including machinery, spare parts, equipment, furniture and furnishings ( ), of Seller and Selling Affiliates listed on Section 1.02(a)(i ) of the Seller Disclosure Schedul e and all other Personal Property that on the Closi ng Date is located at the Monte Villa Facility ( ) ; provided, however, that Transferred Personal Property shall not include any Excluded Personal Property ; ( ii ) the software used by Seller or any Selling Aff iliate, or held for use by Seller or any Selling Affiliate, solely and exclusively in connection wit h the operation of the Acquired Assets that is owne d by Seller or any Selling Affiliate and integrated with ( A ) the equipment listed on Section 1.02(a)(ii ) of the Seller Disclosure Schedule or ( B ) otherwise listed on Section 1.02(a)(ii ) of the Seller Disclosure Sch edule ( collectively, the ) ; ( iii ) all contracts, leases or subleases of Persona l Property, leases or subleases of real property in which Seller or any Selling Affiliate is the les sor or sublessor, licenses, agreements, purchase or ders and other legally binding arrangements, whether written or oral ( ), to which Seller or any Sell ing Affiliate is a party or by which any other Acquired Asset is bound that are listed on Section 1.02(a ) ( iii ) of the Seller Disclosure Schedule or that otherwise re late solely and exclusively to the ( A ) Acquired Ass ets specified in clauses ( i ) and ( ii ) of this Section 1 .02(a ) or ( B ) operation or maintenance of the tangi ble assets of the Monte Villa Facility to the extent su ch tangible assets are included in the Acquired Ass ets ( collectively, the ) ; provid ed, however, that Transferred Contracts shall not i nclude any Excluded Contracts ; and provided, further, that such transfer shall be subject to Section 1.05 ; 2 [ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24 B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED