OR BY WHICH SELLERS
ARE BOUND NOT EXPRESSLY ASSUMED IN SECTION 2.1(B) ABOVE;
(III)
THE CORPORATE CHARTER AND BYLAWS, QUALIFICATIONS TO TRANSACT
BUSINESS AS A FOREIGN CORPORATION, ARRANGEMENTS WITH REGISTERED AGENTS RELATING
TO FOREIGN QUALIFICATIONS, TAXPAYER AND OTHER IDENTIFICATION NUMBERS, SEALS,
MINUTE BOOKS, STOCK TRANSFER BOOKS, BLANK STOCK CERTIFICATES, AND OTHER
DOCUMENTS RELATING TO THE ORGANIZATION, MAINTENANCE, AND EXISTENCE OF SELLERS AS
A CORPORATION;
(IV)
ALL SECURITIES OF ANY SUBSIDIARIES OF SELLERS;
(V)
ALL REFUNDS OF TAXES WITH RESPECT TO THE BUSINESS AND WITH RESPECT
TO THE PURCHASED ASSETS, IN EITHER CASE ATTRIBUTABLE TO ANY PRE-CLOSING TAX
PERIOD AND SIMILAR RECOVERIES AND BENEFITS OF SELLERS AND THEIR RESPECTIVE
SUBSIDIARIES;
24
(VI)
ALL CLAIMS, ACTIONS, DEPOSITS, PREPAYMENTS, REFUNDS, CAUSES OF
ACTION, RIGHTS OF RECOVERY, WARRANTY RIGHTS, RIGHTS OF SET OFF, AND RIGHTS OF
RECOUPMENT OF ANY KIND OR NATURE (INCLUDING ANY SUCH ITEM RELATING TO TAXES) TO
THE EXTENT NOT OTHERWISE INCLUDED IN THE PURCHASED ASSETS;
(VII)
ALL RIGHTS OF SELLERS UNDER THIS AGREEMENT, EACH ANCILLARY
AGREEMENT OR ANY AGREEMENT, CERTIFICATE, INSTRUMENT OR OTHER DOCUMENT EXECUTED
AND DELIVERED BY SELLERS OR BUYER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, OR ANY SIDE AGREEMENT BETWEEN SELLERS AND BUYER
OR ITS AFFILIATES ENTERED INTO ON OR AFTER THE DATE HEREOF, INCLUDING SELLERS'
RIGHT TO RECEIVE THE PURCHASE PRICE AS CONTEMPLATED HEREIN;
(VIII)
ALL BOOKS, RECORDS, FILES, DOCUMENTS, DATA, INFORMATION AND
CORRESPONDENCE OF SELLERS, INCLUDING WITHOUT LIMITATION TAX BOOKS AND RECORDS,
OTHER THAN THE RECORDS OR TO THE EXTENT NOT OTHERWISE INCLUDED IN THE PURCHASED
ASSETS OR AS OTHERWISE PROVIDED IN SECTION 9.1; PROVIDED THAT BUYER SHALL BE
ENTITLED TO MAKE COPIES OF SELLERS' TAX BOOKS AND RECORDS TO THE EXTENT
REASONABLY NECESSARY FOR BUYER'S OPERATION OF THE BUSINESS FOLLOWING THE
CLOSING, INCLUDING BUYER'S COMPLIANCE WITH TAX LAWS AND REGULATIONS;
(IX)
ANY OF SELLERS' RIGHTS WITH RESPECT TO CLAIMS ARISING OUT OF
EXCLUDED LIABILITIES;
(X)
ALL ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS PROVIDED TO SELLERS
BY KAYE SCHOLER LLP WITH RESPECT TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, AND/OR TO PARENT, OR ANY OF
PARENT'S DIRECTORS' OR OFFICERS', WITH RESPECT TO THE SECURITIES ACT, THE
EXCHANGE ACT OR OTHER APPLICABLE SECURITIES LAWS;
(XI)
ALL RIGHTS OF SELLERS UNDER ANY INSURANCE POLICIES MAINTAINED BY
SELLERS FOR THE BENEFIT OF THEIR RESPECTIVE DIRECTORS AND OFFICERS IN THEIR
CAPACITIES AS DIRECTORS AND OFFICERS INCLUDING ANY PREMIUMS IN CONNECTION
THEREWITH;
(XII)
ALL RIGHTS, TITLE AND INTEREST IN AND TO ALL PROPERTIES, ASSETS
AND RIGHTS OF SELLERS THAT DO NOT RELATE TO THE BUSINESS;
(XIII)
ALL ASSETS PROPERTIES OR RIGHTS SET FORTH ON
SCHEDULE 2.1(C)(XIII) HERETO; AND
(XIV)
THE FACTORED ACCOUNTS AND THE CORRESPONDING ASSET ACCOUNTS
(INCLUDING ANY RESIDUAL RIGHTS TO RECEIVE PAYMENTS FROM THE FACTOR ON ACCOUNT OF
THE FACTORED ACCOUNTS); PROVIDED THAT ANY CASH AMOUNTS REPAID TO SELLERS BY THE
FACTOR OR ANY UNDERLYING ACCOUNT DEBTOR IN RESPECT OF THE FACTORED ACCOUNTS AT
OR PRIOR TO CLOSING SHALL NOT CONSTITUTE EXCLUDED ASSETS.
2.2
Assumption of Liabilities.
(a)
Assumption.
Upon the terms and