definiens: means all assets, properties, interests and rights of Seller and itsSelling Affiliates other than the Purchased Assets, including each of the following assets:(a ) the Excluded Contracts;(b ) all cash, cash equivalents, securities or negotiable instruments, bank deposits or similar cashitems and accounts receivable of Seller and its Affiliates;(c ) any accounts receivable of Seller or any of its Selling Affiliates and other rights to receive payment(collectively, the ) ; ( d ) all books and records of Seller and its Affiliates which are not Transferred Books and Records;10 ( e ) the Inventory;(f ) the Retained Marks and any other Intellectual Property of Seller and its Selling Affiliates which isnot Transferred Intellectual Property;(g ) all insurance policies or rights to proceeds thereof;(h ) all Tax Returns and financial statements of Seller and its Affiliates, in each case including workingpapers;(i ) all tangible personal property and interests therein, including machinery, equipment, furniture, furnishings, office equipment, communications equipment, vehicles, spare and replacement parts, fuel and othertangible personal property;(j ) all of Seller ’s or any of the Selling Affiliates ’ causes of action, claims, credits, demands or rights ofset - off against third parties, except to the extent pertaining to any Purchased Asset or Assumed Liability ; ( k ) all actions, defenses, credits, claims, causes of action or rights of setoff of any kind ( in each caseat any time or in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non - contingent, including rights and claims arising from any violation of Law ), and all rights under and pursuant to allindemnities, warranties, representations and guarantees made by suppliers, manufacturers, contractors, customers orother third parties and the right to collect damages or proceeds in each case to the extent pertaining to SMI PerClotsold by Seller in the Product Territory prior to Closing ; and(l ) any other asset, property or right not included the Purchased Assets