definiens: shall mean all assets of Seller other than the Acquired Assets, including, without limitation, all of thefollowing assets:(i)All cash and cash equivalents of Seller;(ii)All Claims, causes of action, choses in action, rights of recovery, rights of set oﬀand rights of recoupment ( x ) relating to the Excluded Assets, or ( y ) that have accrued, arisen orbeen asserted against any Person or that relate to any period before the Eﬀective Time, in eachcase which do not relate to the Acquired Assets ( including ﬁduciary duty claims, tort claims andClaims against current and former employees of Seller that accrued prior to Closing ), and all rightsand powers of a trustee and debtor - in - possession against any Person whatsoever, including allavoidance powers granted to Seller under the Bankruptcy Code, except with respect to thePurchased Avoidance Actions;(iii)All rights of Seller and its Affiliates in, to and under any Rejected Agreements;(iv)All capital stock or other equity interests of Seller and all Subsidiaries of Seller, excluding the capital stock or other equity interests of the Acquired Subsidiaries;(v)The certiﬁcates or articles of incorporation and certiﬁcates or articles offormation, qualiﬁcations to conduct business as a foreign entity, taxpayer and other identiﬁcationnumbers, seals, minute books, stock / interest transfer books, blank stock certiﬁcates, and othercorporate or company documents and records relating to the organization or maintenance of thecorporate or company existence of Seller and its Affiliates;(vi)All Beneﬁt Plans and trusts or other assets attributable thereto, including anyassets, reserves, credits and service agreements, and all documents created, ﬁled or maintained inconnection with such Beneﬁt Plans and any applicable insurance policies related to such BeneﬁtPlans;(vii)All rights, claims or causes of action of Seller under this Agreement or the otherTransaction Documents;(viii)Any Governmental Permit or similar right that by its terms or applicable Law isnot transferable to Buyer ; and(ix)Rights to any Tax refunds of Seller, whether such refund is received as apayment or as a credit against future Taxes