definiens: means all of the assets, properties and rights set forth or described in paragraphs ( a ) through ( P ) below ( except in each case for the Excluded Assets ): ( a ) the Owned Real Property and the Premises ; ( b ) the Principal Equipment and rights to the Leased Equipment ; ( c ) the Fixtures and Supplies ; ( d ) the Inventory ; ( e ) the Business - Owned Intellectual Property ; ( t ) the Business Contracts ; ( g ) the Business Records ; ( h ) the Permits ; ( i ) all rights, claims and causes of action, whether or not known as of the Closing, against third parties primarily relating to the Business Assets or the operation of the Business ; -12 - S1908SS_1.DOC G ) all rights of indemnity, warranty rights, guarantees, rights of contribution, rights to refunds and other rights of recovery primarily relating to the Business Assets or the operation of the Business, unless any such rights accrued prior to the Closing ; ( k ) except as set forth on Schedule 2.2(k ), all of the prepaid expenses and deposits used or held by the Seller for use in connection with the Business, any of the Business Assets or any Assumed Liability, including prepaid ad valorem taxes, leases and rentals ; ( 1 ) all claims to insurance proceeds or other rights of Seller against third parties relating from casualty or loss relating to the Business Assets suffered between the date of this Agreement and the Closing Date, or, to the extent not so assignable, all proceeds received from insurers or third parties in respect of such claims ; ( m)the Promotional Material ; ( n ) all goodwill associated with the Business Assets ; ( 0 ) all other assets, properties, interests and rights primarily used or held for use in the conduct or operation of the Business ; and ( P ) those assets not primarily relating to the operation of the Business set forth on Schedule 2.2(p )