VI, ALL ASSETS OF OR RELATING TO
A SELLER BENEFIT PLAN;
(VII) ALL FINANCIAL AND TAX RECORDS RELATING TO THE BUSINESS THAT FORM PART OF
SELLER'S OR ANY SELLER SUBSIDIARY'S GENERAL LEDGER (EXCEPT THAT COPIES OF
RELEVANT PORTIONS OF SUCH RECORDS SHALL BE PROVIDED TO PURCHASER TO THE EXTENT
THAT SUCH RECORDS RELATE TO THE BUSINESS);
(VIII) ANY REFUND OR CREDIT OF TAXES ATTRIBUTABLE TO ANY RETAINED TAX LIABILITY
(AS DEFINED IN SECTION 1.04(B)(V));
(IX) EXCEPT AS PROVIDED IN SECTION 6.01(A)(I), ALL PERSONNEL FILES OR RECORDS
AND ALL ORIGINALS AND COPIES OF TAX RETURNS;
(X) ALL RECORDS OF SELLER OR ANY SELLER SUBSIDIARY PREPARED IN CONNECTION WITH
THE SALE OF THE BUSINESS, INCLUDING BIDS RECEIVED FROM THIRD PARTIES AND
ANALYSES RELATING TO THE BUSINESS;
(XI) ALL RIGHTS OF SELLER OR ANY SELLER SUBSIDIARY UNDER THIS AGREEMENT AND ANY
OTHER AGREEMENTS, CERTIFICATES AND INSTRUMENTS RELATING TO THE SALE OF THE
BUSINESS (OR ANY PORTION THEREOF) OR OTHERWISE DELIVERED IN CONNECTION WITH THIS
AGREEMENT;
4
(XII) THE NAMES AND MARKS SET FORTH ON SECTION 1.02(B)(XII) OF THE SELLER
DISCLOSURE LETTER AND ANY NAME OR MARK DERIVED FROM, SIMILAR TO OR INCLUDING ANY
OF THE FOREGOING (IN EACH CASE, IN ANY STYLE OR DESIGN) (COLLECTIVELY, THE
"RETAINED NAMES");
(XIII) ALL EQUIPMENT LOCATED IN ALLENTOWN, PENNSYLVANIA, EASTON, PENNSYLVANIA,
OR DALLAS, TEXAS NOT LISTED ON SECTION 1.02(B) OF THE SELLER DISCLOSURE LETTER
THAT ARE NOT PRIMARILY USED IN THE OPERATION OF THE BUSINESS OR ANY OTHER ASSETS
NOT USED IN THE BUSINESS;
(XIV) ALL INTELLECTUAL PROPERTY THAT CANNOT BE FREELY AND CLEARLY TRANSFERRED TO
PURCHASER AS SET FORTH ON SECTION 1.02(B)(XIV) OF THE SELLER DISCLOSURE LETTER;
(XV) ALL PERMITS AND ENVIRONMENTAL PERMITS OF SELLER OR ANY SELLER SUBSIDIARY
THAT ARE NOT USED OR HELD FOR USE BY SELLER OR ANY SELLER SUBSIDIARY PRIMARILY
IN THE OPERATION OR CONDUCT OF THE BUSINESS (OTHER THAN THOSE SET FORTH ON
SECTION 1.02(A)(XV) OF THE SELLER DISCLOSURE LETTER) OR THAT ARE USED OR HELD
FOR USE BY SELLER OR ANY SELLER SUBSIDIARY PRIMARILY IN THE OPERATION OR CONDUCT
OF THE BUSINESS BUT ARE NOT TRANSFERABLE (AS SET FORTH ON SECTION 1.02(B)(XV) OF
THE SELLER DISCLOSURE LETTER);
(XVI) ALL CONTRACTS TO WHICH SELLER OR ANY SELLER SUBSIDIARY IS A PARTY OR BY
WHICH SELLER OR ANY SELLER SUBSIDIARY IS BOUND TO THE EXTENT NOT USED OR HELD
FOR USE IN, OR DO NOT ARISE OUT OF, THE OPERATION OR CONDUCT OF THE BUSINESS, IN
THE CASE OF CONTRACTS WITH CUSTOMERS OF THE BUSINESS;
(XVII) ALL RIGHTS AND CLAIMS OF SELLER OR OF ANY SELLER SUBSIDIARY, TO THE
EXTENT RELATING TO ANY TRANSFERRED ASSET OR ANY ASSUMED LIABILITY, CONSISTING
SOLELY OF (X) SUCH RIGHTS, CLAIMS AND CAUSES OF ACTION ARISING UNDER INSURANCE
POLICIES AND (Y) ALL RIGHTS TO ASSERT CLAIMS THAT SELLER OR ANY SELLER
SUBSIDIARY, IN ANY CAPACITY, EVER HAD, NOW HAS OR MAY OR SHALL HAVE IN THE
FUTURE, WHETHER KNOWN OR UNKNOWN, RELATING IN ANY WAY TO (1) THE BUSINESS'S
PURCHASE OR PROCUREMENT OF ANY GOOD, SERVICE