(II) THE NET CURRENT ASSETS.
(E)
ANY PAYMENT REQUIRED TO BE MADE UNDER SECTION 1.3(C) SHALL BE MADE WITHIN
FIFTEEN (15) BUSINESS DAYS AFTER THE DETERMINATION THEREOF ("DUE DATE"), WITHOUT
SETOFF FOR ANY OTHER MATTER, BY WIRE TRANSFER TO AN ACCOUNT DESIGNATED BY
BUYER.
IF SUCH PAYMENT IS NOT MADE BY THE DUE DATE, SELLER SHALL PAY INTEREST
FROM THE DUE DATE UNTIL THE DATE PAID AT A SIMPLE RATE OF INTEREST EQUAL TO
EIGHT PERCENT (8%) PER ANNUM; PROVIDED, IN NO EVENT SHALL SUCH RATE EXCEED THE
MAXIMUM RATE PERMITTED BY LAW AND PROVIDED FURTHER THAT NO INTEREST SHALL ACCRUE
ON ANY PAYMENT DUE UNDER SECTION 1.3(C) FOR SO LONG AS A DISPUTE EXISTS UNDER
SECTION 1.3(B).
1.4
ASSUMED LIABILITIES.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED HEREIN, BUYER SHALL ASSUME ALL OF THE CURRENT OBLIGATIONS AND
LIABILITIES OF SELLER SET FORTH ON ATTACHED EXHIBIT C
2
(THE "ASSUMED LIABILITIES"), WHICH SHALL SET FORTH THE OBLIGATIONS AND
LIABILITIES BEING ASSUMED AS OF THE CLOSING DATE.
BUYER SHALL NOT ASSUME AND
SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE FOR, AND SELLER SHALL RETAIN AND BE
RESPONSIBLE FOR, ANY LIABILITIES OR OBLIGATIONS OF SELLER RELATED TO THE ASSETS
OF SELLER WHATSOEVER, REGARDLESS OF AMOUNT, CHARACTER OR DESCRIPTION, OR WHETHER
ACCRUED, CONTINGENT, DETERMINED, UNDETERMINED, KNOWN OR UNKNOWN OR OTHERWISE,
INCLUDING (WITHOUT LIMITATION) ANY OBLIGATION OR LIABILITY WHATSOEVER ARISING
FROM THE CONDUCT OF THE BUSINESS AT OR PRIOR TO THE CLOSING DATE OTHER THAN THE
ASSUMED LIABILITIES AND THE EMPLOYMENT-RELATED OBLIGATIONS EXPRESSLY DESCRIBED
IN ARTICLE 8.
WITHOUT LIMITING THE FOREGOING, SELLER SHALL RETAIN AND BE
RESPONSIBLE FOR DISCHARGING (I) ANY AMOUNTS OWED TO BANKS OR OTHER FINANCIAL
INSTITUTIONS UNDER LINES OF CREDIT, CAPITAL LEASES OR OTHER DEBT INSTRUMENTS,
(II) ALL OTHER NON-SCHEDULED LIABILITIES, AND (III) ALL INTER-COMPANY
LIABILITIES, EXCEPT FOR FEES PAYABLE AS OF THE CLOSING FOR SERVICES PROVIDED BY
STRESSGEN TO SELLER IN THE ORDINARY COURSE OF BUSINESS, INCLUDING HUMAN
RESOURCES, INFORMATION TECHNOLOGY, LIBRARY, CLINICAL, ADMINISTRATIVE, LABORATORY
SAFETY, INTELLECTUAL PROPERTY, LEGAL AND CERTAIN FINANCIAL SERVICES (THE
"INTER-COMPANY SERVICES"); PROVIDED, HOWEVER, THAT ANY AMOUNTS OWED TO STRESSGEN
BY THE BUYER FOR INTER-COMPANY SERVICES RENDERED TO SELLER BUT UNPAID AS OF THE
CLOSING DATE SHALL BE SPECIFICALLY SCHEDULED IN EXHIBIT C.
1.5
ALLOCATION OF PURCHASE PRICE.
THE PURCHASE PRICE TO BE PAID BY
BUYER TO SELLER HEREUNDER SHALL BE ALLOCATED AMONG THE ASSETS IN A MANNER TO BE
MUTUALLY AGREED UPON BY THE PARTIES.
THE PARTIES HERETO AGREE TO REPORT THIS
TRANSACTION TO ALL TAXING AUTHORITIES IN ACCORDANCE WITH SUCH ALLOCATION OF
PURCHASE PRICE.
1.6
ASSIGNMENT OF CONTRACTS.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR THE BILL OF SALE, NEITHER THIS AGREEMENT NOR THE BILL OF SALE SHALL
CONSTITUTE AN AGREEMENT TO ASSIGN THE RIGHT, TITLE OR INTEREST OF SELLER IN, TO
OR UNDER ANY CONTRACT OR ANY CLAIM OR RIGHT OF ANY BENEFIT ARISING UNDER ANY
CONTRACT OR RESULTING THEREFROM IF ANY ATTEMPTED ASSIGNMENT THEREOF, WITHOUT THE
CONSENT OF A THIRD PARTY THERETO, WOULD CONSTITUTE A BREACH THEREOF OR ADVERSELY
AFFECT THE