Excluded Assets. Except as specifically set forth in Section 1.1, the Purchased Assets purchased by Purchaser under this Agreement do not include any other properties, rights or assets of Seller, including any inventory of the Business or any Intellectual Property of Seller (collectively, the “Excluded Assets”).

Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include any of the following assets or properties (such assets, collectively, the “Excluded Assets”): # any cash, cash equivalents or marketable securities or any rights to any bank accounts any Seller Entity; # income Tax returns and related reports; # Seller’s corporate seal, check-books and cancelled checks; # insurance policies held by Seller; # any rights, claims and causes of action relating to any Excluded Asset or Excluded Liability; # equity interests of Seller or any of its affiliates; # any written communications regarding the negotiation of the Transactions; # any Seller Plans sponsored or maintained by Seller and any employment agreements held by Seller; # any rights of any Seller Entity under this Agreement and all other agreements contemplated hereunder; # any attorney-client privilege of Seller arising out of legal counsel representing Seller, including in connection with the Transactions; # all files maintained by legal counsel as a result of representation of Seller, and all attorney work product maintained by Seller and developed in connection with the Transactions; # any employment or similar files required to be maintained by any Seller Entity under applicable Law; # any other assets specifically listed on [Schedule 2.1(b)(2)]; and # any claims for refunds of Taxes, including, but not limited to, sales and use Taxes, attributable to the Business for any Pre-Closing Tax Period.

Excluded Assets. Notwithstanding anything to the contrary in Section 2.2, the following property, assets, rights and interests (the “Excluded Assets”) are excluded from the Assets:

Excluded Assets. Except as otherwise set forth in Section 2.1, from and after the Closing, the Sellers shall retain all of its existing right, title and interest in and to # all Contracts that are not Assumed Contracts, # the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records relating to the organization and existence of each Seller as a limited liability company or corporation, # any Seller Benefit Plan (as defined below) and the assets attributable thereto; # all Bank Accounts of Seller including the funds in those Bank Accounts; # all assets related to the Marsha Brown Creole concept, including any Seller IP or IP of Principals related thereto; and # the personal memorabilia, artwork, and other items set forth on [Schedule 2.2] (collectively, the “Excluded Assets”).

Notwithstanding any other provision of this Agreement to the contrary, the Assets to be conveyed and assigned under this Agreement do not include the Excluded Assets, all of which are reserved by Seller.

Excluded Assets. The following assets of the Emmis Group shall not be transferred to Mediaco hereunder (collectively, the “Excluded Assets”):

Excluded Assets. Any Liability of Seller in respect of any of the Excluded Assets (including under any Contracts or understandings related thereto and any Liability related to EPI Michigan, EPI International or EPI Iowa that is not an Assumed Liability); and

Notwithstanding anything in this Agreement to the contrary, in the event any Person exercises any of its ROFO/ROFR Options (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

Excluded Assets. The following assets, properties, rights, Contracts and claims, wherever located, whether tangible or intangible, real or personal, of Seller (whether or not related to, or used by Seller in its operation of, the Business) are not included in the definition of Acquired Assets and are not being sold, assigned, transferred or delivered to Buyer (collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary contained herein, including Section 1.1 above, each of the Prospect Medical Parties, as applicable, shall retain all of its right, title and interest in and to and shall have no obligation to (and shall not be deemed to) sell, assign, convey, transfer, mortgage, pledge, hypothecate or otherwise deliver to Buyers and/or Lender, as applicable, any or all of its assets and properties other than the Acquired Assets and the Financed Asset (collectively, the "Excluded Assets"), which Excluded Assets shall include, without limitation, the following: