OR NONCONTINGENT, LISTED IN SECTION 2.2(O) OF THE
SELLER DISCLOSURE LETTER, EXCEPT TO THE EXTENT SUCH CLAIMS RELATE TO ASSUMED
LIABILITIES;
(P)
ALL REAL PROPERTY AND INTERESTS IN REAL
PROPERTY OTHER THAN THE BUSINESS PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
REAL PROPERTY AND INTERESTS IN REAL PROPERTY IDENTIFIED ON SECTION 2.2(P) OF THE
SELLER DISCLOSURE LETTER AND ALL OTHER TANGIBLE PERSONAL PROPERTY LOCATED ON
SUCH PREMISES; PROVIDED THAT THIS SECTION 2.2(P) SHALL NOT LIMIT BUYER'S RIGHT
TO RECEIVE COPIES OF CERTAIN DATA OR RECORDS PURSUANT TO SECTION 2.1(G); AND
(Q)
ALL OTHER ASSETS NOT USED IN THE BUSINESS,
INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE ARMORED CAB BUSINESS AND THE SNOW
BLOWER BUSINESS, AS WELL AS THE DES BUSINESS AND ANY OTHER BUSINESS REPORTED AS
DISCONTINUED OPERATIONS IN THE PARENT'S PUBLICLY DISCLOSED CONSOLIDATED
FINANCIAL STATEMENTS DATED JANUARY 31, 2005 AND ANY OTHER PROPERTY, ASSETS AND
RIGHTS DESIGNATED IN SECTION 2.2(Q) OF THE SELLER DISCLOSURE LETTER.
2.3
CONSIDERATION
The consideration for the Assets (the "Purchase Price") will be (i) the Closing
Payment, (ii) plus or minus the Adjustment Amount, (iii) plus the assumption of
the Assumed Liabilities. In accordance with Section 2.9(b), at the Closing, the
cash portion of the Purchase Price, prior to adjustment on account of the
Adjustment shall be delivered by Buyer to Sellers by wire transfer of
immediately available funds.
The balance of the Purchase Price shall be
satisfied by the execution and delivery of the Bill of Sale, Assignment and
Assumption Agreement.
The Adjustment Amount shall be paid in accordance with
Section 2.10.
15
2.4
LIABILITIES
(A)
ASSUMED LIABILITIES. ON THE CLOSING DATE, BUT EFFECTIVE AS OF THE
EFFECTIVE TIME, BUYER SHALL ASSUME AND AGREE TO DISCHARGE THE LIABILITIES
REFLECTED ON THE CLOSING BALANCE SHEET THAT ARE UNPAID AS OF THE EFFECTIVE TIME
AND THE FOLLOWING LIABILITIES OF SELLERS (THE "ASSUMED LIABILITIES"):
(I)
ANY LIABILITY (OTHER THAN A
LIABILITY TO A RELATED PERSON OF ANY SELLER) TO ANY OF SELLERS' CUSTOMERS
INCURRED BY SUCH SELLER IN THE ORDINARY COURSE OF THE BUSINESS FOR BIDS
OUTSTANDING AS OF THE EFFECTIVE TIME;
(II)
ANY LIABILITY TO ANY SELLER'S
CUSTOMERS UNDER WARRANTIES IMPLIED BY LAW AND ANY WARRANTY AGREEMENTS AND
INDEMNITIES GIVEN BY ANY SELLER TO ITS CUSTOMERS PRIOR TO THE EFFECTIVE TIME IN
CONNECTION WITH THE BUSINESS;
(III)
ANY LIABILITY ARISING OUT OF OR
RELATING TO ANY CIRCUMSTANCE, CONDITION, OCCURRENCE OR EVENT FIRST HAPPENING OR
MANIFESTED AT OR AFTER THE EFFECTIVE TIME AND ARISING OUT OF OR RELATING TO (A)
PRODUCTS OF THE BUSINESS DESIGNED, MANUFACTURED, DISTRIBUTED OR SOLD OR SERVICES
PROVIDED PRIOR TO THE EFFECTIVE TIME OR (B) THE BUSINESS OR ANY ACTION OR
INACTION THEREOF OR RELATED THERETO OR TO THE ASSETS AFTER THE CLOSING DATE,
EXCEPT IN THE CASE OF CLAUSE (B), TO THE EXTENT SUCH LIABILITY IS A RETAINED
LIABILITY;
(IV)
EXCEPT FOR THE LIABILITIES COVERED BY
SUBPARAGRAPHS (II) AND (III) ABOVE, ANY LIABILITY TO BE PERFORMED OR DISCHARGED
AT OR AFTER THE EFFECTIVE TIME UNDER CONTRACT OR LAW AS TO ANY SELLER CONTRACT