TIME, THE PARTIES SHALL COORDINATE
IN THE PREPARATION OF THE PDL CONSOLIDATED BALANCE SHEET.
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(B)
"SELECTED LIABILITIES" SHALL MEAN CERTAIN CURRENT LIABILITIES THAT
ARE BOTH RECORDED ON THE PDL CONSOLIDATED BALANCE SHEET IN ACCORDANCE WITH U.S.
GENERALLY ACCEPTED ACCOUNTING PRINCIPALS ("GAAP") AND UNPAID AS OF THE EFFECTIVE
TIME, IN THE FOLLOWING CATEGORIES: ACCRUED VACATION, ACCRUED PRECLINICAL AND
CLINICAL TRIAL EXPENSES, PERSONNEL-RELATED RESTRUCTURING ACCRUALS AND ACCRUED
POST-EMPLOYMENT BENEFITS.
FOR CLARITY, THE SELECTED LIABILITIES SHALL BE
RECORDED ON THE OPENING FACET BALANCE SHEET.
(C)
PAYMENT OF CURRENT LIABILITIES.
PDL SHALL UNDER THE TERMS OF EACH
RESPECTIVE CONTRACT REMIT PAYMENT TO VENDORS FOR ALL CURRENT LIABILITIES THAT
ARE BOTH RECORDED ON THE PDL CONSOLIDATED BALANCE SHEET IN ACCORDANCE WITH GAAP
AND UNPAID AS OF THE EFFECTIVE TIME, WITH THE EXCEPTION OF (I) THE SELECTED
LIABILITIES AND (II) ANY DEFERRED REVENUE AND DEBT ACCOUNTS THAT ARE RECORDED ON
THE OPENING FACET BALANCE SHEET.
FACET SHALL REMIT PAYMENT FOR THE SELECTED
LIABILITIES TO THE PAYEES IDENTIFIED BY PDL UNDER THE TERMS OF EACH RESPECTIVE
CONTRACT.
(D)
INITIAL SELECTED LIABILITIES STATEMENT AND POST-CLOSING CASH.
FACET SHALL PROVIDE PDL IN WRITING WITH ITS ESTIMATE FOR THE AMOUNT OF THE
SELECTED LIABILITIES WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE EFFECTIVE TIME
(THE "SELECTED LIABILITIES STATEMENT").
PDL SHALL HAVE TEN (10) BUSINESS DAYS
FOLLOWING THE RECEIPT OF THE SELECTED LIABILITIES STATEMENT TO REVIEW AND
ANALYZE FACET'S CALCULATION OF THE AMOUNT SET FORTH IN THE SELECTED LIABILITIES
STATEMENT (THE "POST-CLOSING CASH") AND PDL SHALL THEN PAY TO FACET ANY
UNDISPUTED PART OF THE POST-CLOSING CASH.
IF PDL DOES NOT AGREE WITH FACET'S
CALCULATION OF THE POST-CLOSING CASH, THE PARTIES SHALL WORK IN GOOD FAITH TO
RESOLVE THE DISAGREEMENT.
AFTER RESOLUTION OF SUCH DISAGREEMENT, ANY PAYMENTS
OWING EITHER TO FACET AS A RESULT OF SUCH ADJUSTMENT SHALL BE MADE WITHIN FIVE
(5) BUSINESS DAYS AFTER THE AGREEMENT OF THE PARTIES.
2.6
TERMINATION OF AGREEMENTS.
EXCEPT WITH RESPECT TO THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS (AND AGREEMENTS EXPRESSLY CONTEMPLATED HEREIN OR
THEREIN TO SURVIVE BY THEIR TERMS), THE PARTIES HEREBY TERMINATE ANY AND ALL
WRITTEN OR ORAL AGREEMENTS, ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS, BETWEEN
OR AMONG THEM, EFFECTIVE AS OF THE EFFECTIVE TIME; AND EACH PARTY SHALL, AT THE
REASONABLE REQUEST OF THE OTHER PARTY, TAKE, OR CAUSE TO BE TAKEN, SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO EFFECT THE FOREGOING.
2.7
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
THE PARTIES
UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY
ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY
OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT HEREBY OR THEREBY, IS
REPRESENTING OR WARRANTING IN ANY WAY AS TO THE FACET ASSETS, FACET BUSINESS OR
FACET LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS
CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS
REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM
ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY FACET ASSETS,
FACET BUSINESS OR FACET
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