definiens: shall mean, with respect to any Person, any and all of suchPerson 's title and ownership interest in and to all of the properties, assets, claims, Contracts and businesses of every kind, character and description, whether real, personal or mixed, whether tangible or intangible, whetheraccrued, contingent or otherwise, and wherever located, including, withoutlimitation, the following : ( i ) all Cash, notes and accounts receivable ( whethercurrent or non - current ) ; ( ii ) all real properties, including plants, buildingsand other structures and improvements ( including construction in progress)located thereon, fixtures contained therein and appurtenances thereto(including, in the case of the Transferred Business Companies, the RealProperty ) ; ( iii ) all leases and subleases and all machinery, Equipment(including all transportation and office equipment ), fixtures, trade fixturesand furniture ; ( iv ) all office supplies, production supplies, spare parts, othermiscellaneous 3 < Page > supplies and other tangible property of any kind ; ( v ) all capital stock, partnership interests and other equity or ownership interests or rights, directly or indirectly, in any Subsidiary or other entity ; ( vi ) all rawmaterials, work - in - process, finished goods, consigned goods and otherinventories ; ( vii ) all Intellectual Property ; ( viii ) all rights existing underall Contracts ; ( ix ) all rights ( including ownership rights or rights arisingunder Contracts ) relating to all computer hardware, software, computer programs, systems and documentation relating thereto ; all databases and reference andresource materials ; ( x ) all prepayments, deposits, performance bonds or prepaidexpenses and, to the extent they constitute an asset and not a liability of suchparty, deferred tax accounts ; ( xi ) all claims, causes of action, choses inaction, rights of recovery and rights of set - off of any kind ; ( xii ) all customerlists and records pertaining to customers and accounts, personnel records, alllists and records pertaining to suppliers and agents, and all books, ledgers, files and business records of every kind ; ( xiii ) all advertising materials andall other printed or written materials, including purchase orders, forms, labels, shipping materials, catalogues, sales brochures, operating manuals, andinstructional documents ; ( xiv ) all permits, licenses, approvals andauthorizations, to the extent transferable, of Governmental Authorities or thirdparties relating to the ownership, possession or operation of the Assets ; ( xv)all goodwill as a going concern and all other intangible properties ; ( xvi ) allemployee contracts, including, without limitation, the right thereunder torestrict an employee from competing in certain respects ; and ( xvii ) all trucks, automobiles and other vehicles