FORTH IN SECTION
5.04(E);
(XIII)
ALL MUNICIPAL, STATE AND FEDERAL FRANCHISES, PERMITS, LICENSES,
AGREEMENTS, WAIVERS AND AUTHORIZATIONS HELD OR USED IN CONNECTION WITH, OR
REQUIRED FOR, THE BUSINESS (THE "LICENSES AND PERMITS"), TO THE EXTENT
TRANSFERABLE;
(XIV)
COPIES OF ALL TAX RECORDS (INCLUDING TAX RETURNS AND RELATED WORK
PAPERS) RELATING TO THE PURCHASED ASSETS OR THE BUSINESS, OTHER THAN TAX RECORDS
RELATING TO INCOME TAXES OF PARENT OR ANY OF ITS AFFILIATES;
(XV)
ALL RIGHTS OF THE SELLER AND PARENT UNDER THE COLLECTIVE BARGAINING
AGREEMENTS LISTED ON SECTION 2.01(A)(XV) OF THE DISCLOSURE SCHEDULE;
(XVI)
ALL REFUNDS, CREDITS, REBATES OR SIMILAR PAYMENTS OF TAXES FOR
POST-CLOSING PERIODS AND SIMILAR TAX ITEMS SET FORTH AS AN ASSET ON THE CLOSING
DATE WORKING CAPITAL STATEMENT;
17
(XVII)
TO THE EXTENT ASSIGNABLE, ANY INSURANCE POLICIES OR RIGHTS TO
COVERAGE THEREUNDER, IF ANY, RELATED TO ANY OF THE PURCHASED ASSETS ACQUIRED BY
PARENT OR ANY OF ITS AFFILIATES PURSUANT TO THE EQUITY AND PURCHASE ASSET
AGREEMENT;
(XVIII)
ASSETS OF ANY PLAN REQUIRED TO BE TRANSFERRED IN ACCORDANCE WITH
ARTICLE VI; AND
(XIX)
ALL RIGHTS, TITLE AND INTERESTS OF PARENT, THE SELLER AND PARENT'S
OTHER AFFILIATES ON THE CLOSING DATE IN, TO AND UNDER ALL OTHER ASSETS, RIGHTS
AND CLAIMS OF EVERY KIND AND NATURE USED OR INTENDED TO BE USED PRIMARILY IN THE
OPERATION OF THE CARBONLESS PAPER BUSINESS OR SOLELY IN CONNECTION WITH THE
NON-CARBONLESS PAPER BUSINESS.
(B)
EXCLUDED ASSETS.
NOTWITHSTANDING ANYTHING IN SECTION 2.01(A) TO
THE CONTRARY, NONE OF THE SELLER, PARENT OR ANY OF ITS AFFILIATES SHALL SELL,
ASSIGN, TRANSFER, CONVEY OR DELIVER, OR CAUSE TO BE SOLD, ASSIGNED, TRANSFERRED,
CONVEYED OR DELIVERED, TO THE PURCHASER, AND THE PURCHASER SHALL NOT PURCHASE,
AND THE PURCHASED ASSETS SHALL NOT INCLUDE, ANY OF THE SELLER'S, PARENT'S OR ANY
OF ITS AFFILIATES' RIGHTS, TITLE AND INTERESTS TO THE FOLLOWING ASSETS (THE
"EXCLUDED ASSETS"):
(I)
ALL CASH, CASH EQUIVALENTS, BANK DEPOSITS, INVESTMENT ACCOUNTS,
CERTIFICATES OF DEPOSIT, SECURITIES OR SIMILAR CASH ITEMS, AND NEGOTIABLE
INSTRUMENTS OF PARENT, THE SELLER OR ANY OF PARENT'S OTHER AFFILIATES ON HAND,
IN LOCK BOXES, IN FINANCIAL INSTITUTIONS OR ELSEWHERE;
(II)
EXCEPT AS OTHERWISE EXPRESSLY INCLUDED IN THE PURCHASED ASSETS,
ALL ASSETS, BUSINESS LINES, PROPERTIES, RIGHTS, CONTRACTS AND CLAIMS OF PARENT
OR ANY OF ITS AFFILIATES NOT USED OR HELD FOR USE PRIMARILY IN THE CONDUCT OF
THE CARBONLESS PAPER BUSINESS OR SOLELY IN THE CONDUCT OF THE NON-CARBONLESS
PAPER BUSINESS; PROVIDED THAT IT IS UNDERSTOOD AND AGREED THAT THIS SECTION
2.01(B)(II) IS NOT INTENDED TO AND DOES NOT CHANGE OR OTHERWISE AFFECT ASSETS TO
BE CONVEYED TO THE PURCHASER UNDER SECTION 2.01(A)(I), (II), (VII) OR (X);
(III)
THE PURCHASE PRICE BANK ACCOUNT;
(IV)
ALL RIGHTS OF PARENT OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS;
(V)
TAX RECORDS OF PARENT, THE SELLER OR ANY OF PARENT'S OTHER
AFFILIATES (INCLUDING TAX RETURNS AND RELATED WORK PAPERS), OTHER THAN THOSE
RELATING TO THE PURCHASED ASSETS OR THE BUSINESS (EXCEPT TO THE EXTENT COPIES
HAVE BEEN PROVIDED TO THE