BUSINESS
AND INCLUDING EQUIPMENT AND ASSETS UTILIZED BY THE ASIC AND DESKTOP SOFTWARE
GROUP ENGINEERING TEAMS OF SELLER.
(IX)
ALL CAPITAL STOCK, OPTIONS AND OTHER SECURITIES OF SELLER, AND
ALL CORPORATE MINUTES AND STOCK BOOKS OF ACCOUNT OF SELLER, BLANK STOCK
CERTIFICATES, QUALIFICATIONS TO CONDUCT BUSINESS AS A FOREIGN CORPORATION,
ARRANGEMENTS WITH REGISTERED AGENTS RELATING TO FOREIGN QUALIFICATIONS, TAXPAYER
AND OTHER IDENTIFICATION NUMBERS, SEALS AND OTHER DOCUMENTS RELATING TO THE
ORGANIZATION, MAINTENANCE AND EXISTENCE OF SELLER AS A CORPORATION;
(X)
ALL AGREEMENTS AND CONTRACTS TO WHICH SELLER IS A PARTY OR IS
BOUND OR TO WHICH ITS ASSETS ARE SUBJECT THAT ARE NOT ASSIGNED CONTRACTS; AND
(XI)
ALL ASSETS OR RIGHTS THAT RELATE TO THE EMPLOYEE PLANS OF SELLER,
ALL BOOKS AND RECORDS RELATING TO THE EMPLOYEES OF SELLER AS OF THE CLOSING.
2.2
Assumption of Liabilities.
(A)
ASSUMPTION.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, AT THE CLOSING, BUYER SHALL ASSUME FROM SELLER, AND SELLER SHALL
IRREVOCABLY CONVEY, TRANSFER AND ASSIGN TO BUYER, ALL OF THE ASSUMED LIABILITIES
(AS DEFINED IN SECTION 2.2(B) HEREOF).
BUYER SHALL NOT ASSUME ANY LIABILITIES
OF SELLER PURSUANT HERETO, OTHER THAN THE ASSUMED LIABILITIES.
(B)
DEFINITION OF ASSUMED LIABILITIES.
FOR ALL PURPOSES OF AND UNDER
THIS AGREEMENT, THE TERM "ASSUMED LIABILITIES" SHALL MEAN, REFER TO AND INCLUDE
THE FOLLOWING LIABILITIES OF SELLER (BUT SPECIFICALLY EXCLUDING THE EXCLUDED
LIABILITIES (AS DEFINED IN SECTION 2.2(C) HEREOF)):
(I)
ALL LIABILITIES UNDER ASSUMED PERMITS ARISING AFTER THE CLOSING
DATE; AND
(II)
ALL LIABILITIES RELATED TO THE PURCHASED ASSETS OR THE OPERATION
OF THE BUSINESS TO THE EXTENT ARISING FROM OR RELATED TO ANY FACTS OR
CIRCUMSTANCES OCCURRING AFTER THE CLOSING DATE;
(III)
ALL LIABILITIES RELATING TO EMPLOYEES THAT ARE HIRED BY BUYER OR
PARENT FOR ACTIONS THAT OCCUR AFTER THE DATE OF HIRE.
(C)
DEFINITION OF EXCLUDED LIABILITIES.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY SET FORTH IN THIS SECTION 2.2 OR ELSEWHERE IN THIS AGREEMENT, THE
TERM "ASSUMED LIABILITIES" SHALL NOT MEAN, REFER TO OR INCLUDE THE FOLLOWING
(COLLECTIVELY, "EXCLUDED LIABILITIES"):
(I)
ALL LIABILITIES RELATING TO AGREEMENTS NOT ASSUMED BY BUYER (THE
"EXCLUDED AGREEMENTS");
10
(II)
ANY AND ALL LIABILITIES OR OBLIGATIONS OF SELLER ARISING FROM THE
BREACH BY SELLER OF ANY TERM, COVENANT OR PROVISIONS OF ANY OF THE ASSIGNED
CONTRACTS PRIOR TO THE CLOSING;
(III)
SUBJECT TO SECTION 2.6, ALL LIABILITIES FOR TAXES OF SELLER OR
TAXES ATTRIBUTABLE TO THE OWNERSHIP OR OPERATION OF THE PURCHASED ASSETS FOR ANY
TAXABLE PERIOD (OR PORTION OF ANY PERIOD) ENDING ON OR PRIOR TO THE CLOSING DATE
AND, INCLUDING, WITHOUT LIMITATION, ALL LIABILITIES FOR TAXES ATTRIBUTABLE TO
THE TRANSACTION;
(IV)
ALL LIABILITIES RELATING TO OPTIONS, WARRANTS AND OTHER RIGHTS TO
PURCHASE OR OTHERWISE ACQUIRE SHARES OF CAPITAL STOCK OF SELLER OR ANY AFFILIATE
OF SELLER;
(V)
ALL LIABILITIES TO SHAREHOLDERS OF SELLER OR ANY AFFILIATE OF
SELLER IN THEIR CAPACITY AS SUCH;
(VI)
ALL LIABILITIES OF SELLER UNDER THE DEFINITIVE AGREEMENTS OR ANY
OTHER CERTIFICATE, INSTRUMENT OR OTHER AGREEMENT ENTERED INTO BY THE PARTIES IN