definiens: means only the following assets of Seller:(A ) all cash and the following bank accounts : operating, payroll ( Ellman Enterprise and EllmanInternational ) and FSO;(B ) all securities owned by Seller, including all capital stock held by Seller in any Subsidiary;(C ) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identificationnumbers, seals, minute books, stock transfer books and other documents relating to the organizationand existence of Seller as a corporation;(D ) any waste products or materials generated or discarded by Seller on or prior to the ClosingDate;(E ) all rights relating to refunds, recovery or recoupment of Taxes;(F ) all Tax Returns filed on or prior to the Closing Date ( and related work papers and work product)by, or on behalf of, the Seller;(G ) all rights of Seller in and with respect to the assets associated with any Seller Benefit Plans;(H ) except as otherwise provided in Section 4.11, all rights under Insurance Policies, as well as allproceeds which may be payable thereunder;(I ) all claims, causes of action, choses in action, rights of recovery and rights of set - off orrecoupment of any kind relating to an Excluded Asset or a Retained Liability, including any Liens, warranty claims or other rights to payment or to enforce payment, in each case in connection withproducts and services delivered or performed at or prior to the Closing;(J ) the rights of Seller under the Transaction Documents ; and(K ) employment records