definiens: shall mean all assets owned or primarily used by Seller or Seller Parent in connection with the operation of the Business, including : ( 1 ) the Equipment ; ( 2 ) the Books and Records ; ( 3 ) the Assumed Contracts ; ( 4 ) all pre - paid expenses of Seller or Seller Parent set forth on Schedule 1.1 ; ( 5 ) all work - in - process ; 2 68153 vliBN ( 6 ) all Intellectual Property owned by Seller or Seller Parent, including the registered Intellectual Property set forth on Schedule 1.1, and all embodiments thereof, including but not limited to documentations, manuals, notes, files, data, and other materials relating to such Intellectual Property ; ( 7 ) all accounts receivable, notes receivable and other receivables of Seller or Seller Parent, including any unbilled receivables, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto ; ( 8) all Pennits held by Seller or Seller Parent, but only to the extent that they are assignable or transferable ; ( 9 ) all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of Seller or Seller Parent ; and ( 10 ) all rights to all Claims available to, or being pursued by Seller or Seller Parent, whether arising by way of counterclaim or otherwise, but only to the extent relating to, or arising out of, the assets owned by Seller or Seller Parent and primarily used by Seller or Seller Parent in connection with the operation of the Business, including the assets referenced in the foregoing clauses through