COVERAGES OBTAINED BY THE
APPLICABLE SELLER OR LISTING IT AS AN INSURED PARTY, A BENEFICIARY OR LOSS
PAYEE, SOLELY TO THE EXTENT LISTED IN SCHEDULE I-A-6 AND IN EACH CASE TO THE
EXTENT TRANSFERABLE (THE "TRANSFERRED INSURANCE");
(K)
TO THE EXTENT TRANSFERABLE, ALL RIGHTS OF THE SELLERS UNDER ALL
CONFIDENTIALITY AGREEMENTS PURSUANT TO WHICH ANY THIRD PARTY HAS AGREED NOT TO
DISCLOSE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION RELATED TO THE PURCHASED
BUSINESS;
(L)
TO THE EXTENT TRANSFERABLE, ALL RIGHTS OF THE SELLERS TO AND IN
RESPECT OF ANY TELEPHONE NUMBERS, WEB-SITES, E- MAIL ADDRESSES AND INTERNET
DOMAIN NAMES REGISTERED IN THE NAME OF ANY SELLER OR ANY OTHER NAMES UNDER WHICH
ANY SELLER CONDUCTS OR HAS CONDUCTED THE PURCHASED BUSINESS (INCLUDING THE NAMES
"ATLANTIC" AND "ATLANTIC PAPER & FOIL" AND ANY VARIATIONS OR DERIVATIVES
THEREOF);
(M)
TO THE EXTENT TRANSFERABLE, ALL CLAIMS, PREPAYMENTS, REFUNDS, CAUSES
OF ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET OFF, DEFENSES,
AFFIRMATIVE DEFENSES, RIGHTS OF DEFENSE, AND RIGHTS OF RECOUPMENT OF THE SELLERS
RELATED TO ANY OTHER ACQUIRED ASSET;
(N)
ANY SECURITY DEPOSIT HELD AT THE CLOSING DATE RELATED TO ANY OTHER
ACQUIRED ASSET;
(O)
ALL BUSINESS AND FINANCIAL RECORDS, CORRESPONDENCE, LISTS (INCLUDING
ALL CUSTOMER, DISTRIBUTOR, SUPPLIER AND MAILING LISTS), DRAWINGS, NOTEBOOKS,
SPECIFICATIONS AND CREATIVE MATERIALS, WHETHER WRITTEN OR ELECTRONICALLY STORED
OR HOWEVER OTHERWISE RECORDED, MAINTAINED OR STORED RELATED TO ANY OTHER
ACQUIRED ASSET AS OF THE CLOSING; PROVIDED THAT COPIES OF THE FOREGOING MAY BE
RETAINED BY THE SELLERS AND NOT CONSTITUTE ACQUIRED ASSETS TO THE EXTENT THAT
SUCH COPIES WILL BE NEEDED BY THE SELLERS FOR TAX OR FINANCIAL REPORTING
PURPOSES AND FOR NO OTHER PURPOSES;
(P)
ALL RIGHTS OF ANY OF THE SELLERS TO THE GEORGIA TAX CREDIT;
(Q)
ALL GOODWILL ASSOCIATED WITH ANY TRADEMARK, SERVICE MARK, TRADE NAME
OR TRADE DRESS, AND ANY REGISTRATION OR APPLICATIONS THEREFOR; AND
2
(R)
ALL OTHER ASSETS OF THE SELLERS OF EVERY KIND AND DESCRIPTION,
TANGIBLE AND INTANGIBLE WHICH ARE NOT RETAINED ASSETS.
Notwithstanding anything to the contrary in this definition or Section 2.1.1,
none of the foregoing property or assets described in this Section 2.1.1 shall
include any Retained Assets.
"Affiliate" means, with respect to any specified Person at any time means,
(a) each Person directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person at such time,
(b) each Person who is at such time an officer or director of, or direct or
indirect beneficial holder of at least 20% of any class of the Equity Interests
of, such specified Person, (c) each Person that is managed by a common group of
executive officers and/or directors as such specified Person, (d) the Members of
the Immediate Family (i) of each officer, director or holder described in clause
(b) and (ii) if such specified Person is an individual, of such specified Person
and (e) each Person of which such specified Person or an Affiliate (as defined
in clauses (a) through (d)) thereof will, directly