definiens: ( as defined in the Uniform Commercial Code ) ; ( g ) all rights of Seller to any Intellectual Property, including all Patents, Copyrights, TradeSecrets, inventions and processes, Trademarks ( including the Business Name ), URLs, websites, software, technology rights and licenses, and all registrations and applications therefor, together with the goodwillsymbolized thereby ; ( h ) to the extent assignable, all Permits and unemployment insurance history and fund balance(including statutory disability tax or insurance accounts relating to the Transferred Employees ) ; ( i ) originals, or where not available, copies of all of the following which pertain to the PurchasedAssets, Assumed Liabilities or the Business : books, records, manuals and other materials, files, originals andcopies of all Purchased Contracts, purchase orders, invoices, items of payment, tax receipts, computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists ofcustomers and suppliers, distribution lists, photographs, sales and promotional materials and records, purchasingmaterials and records, personnel records, credit records, quality control records and procedures, research anddevelopment files, data, trademark files and disclosures, media materials and plates, sales order files and litigationfiles ( other than files relating to Excluded Assets or Retained Liabilities ) ; ( j ) all telephone and facsimile numbers and all email addresses used in the Business ; ( k ) all rights to indemnification, warranties, guarantees, claims, causes of action, choses inaction, rights of recovery, rights of setoff, rights of recoupment and other similar rights against suppliers, manufacturers, contractors or other third parties relating to the Purchased Assets or the Assumed Liabilities ( otherthan any refunds, credits, or rights or claims for refunds of Taxes of Seller ) ; and ( l ) all goodwill associated with the Business or the Purchased Assets