TO, THE FOLLOWING:
(1)
ANY SALES, USE, INCOME, GROSS RECEIPTS,
EXCISE, FRANCHISE, EMPLOYMENT, WITHHOLDING OR OTHER IMPOSITION, DUTY OR TAX
(EACH, A "TAX") IMPOSED BY OR PAYABLE TO ANY GOVERNMENTAL BODY, FEDERAL, STATE
OR LOCAL, ON OR WITH RESPECT TO ANY PERIOD PRIOR TO THE EFFECTIVE DATE OR IN
RESPECT TO THE SALE AND TRANSFER OF THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES;
(2)
ANY LIABILITY OR OBLIGATION ACCRUING PRIOR
TO THE EFFECTIVE DATE IN RESPECT TO (A) ANY EMPLOYEE BENEFIT PLAN OR ANY OTHER
EMPLOYEE BENEFIT ARRANGEMENT OR COMMITMENT WHICH IS OR HAS BEEN MAINTAINED OR
CONTRIBUTED TO BY SELLER, (B) ANY PORTION OF ANY BONUSES EARNED OR ACCRUED UPON
THE BASIS OF ANY EVENTS OCCURRING PRIOR TO THE EFFECTIVE DATE, (C) ANY ACCRUED
VACATION BENEFITS, OR (D) ANY OBLIGATION TO REIMBURSE ANY EMPLOYEE FOR EXPENSES
INCURRED PRIOR TO THE EFFECTIVE DATE;
(3)
ANY LIABILITY OR OBLIGATION WHICH, ABSENT
THIS PROVISION, COMPRISES A PART OF THE ASSUMED LIABILITIES BUT WHICH IS COVERED
BY ANY INSURANCE POLICY MAINTAINED BY SELLER OR ANY OF SELLER'S AFFILIATES (BUT,
THEN, ONLY TO THE EXTENT OF SUCH INSURANCE COVERAGE);
(4)
ANY (A) INTER-COMPANY CHARGES OR AMOUNTS
DUE PARENT OR ANY AFFILIATE OF SELLER OR PARENT, (B) CLAIMS RELATING TO
INTER-FRANCHISE PAYMENT OBLIGATIONS WHICH ARE BASED ON THE NON-PAYMENT OF
AMOUNTS OWING ANY OTHER FRANCHISEE OF THE FRANCHISOR, (C) AMOUNTS DUE FOR
BORROWED MONEY, (D) OBLIGATIONS ARISING UNDER ANY AGREEMENT, INSTRUMENT OR OTHER
CONTRACTUAL UNDERTAKING OR COMMITMENT THAT IS NOT AN ASSIGNED CONTRACT OR WHICH
IS NOT AN ASSUMED LIABILITY, (E) OBLIGATIONS TO REFUND PREPAYMENTS BY CUSTOMERS
WHICH SELLER RECEIVED WITHOUT PROVIDING ANY TRAINING PRIOR TO THE EFFECTIVE DATE
OR WHICH PREPAYMENTS REPRESENT
5
DUPLICATE PAYMENTS, OR (F) INTER-FRANCHISE OBLIGATIONS RELATING TO (I) PAYMENT
FOR TRAINING PROGRAMS SOLD TO HARRIS LANIER WORLDWIDE OR (II) PAYMENT FOR
TRAINING PROVIDED BY FRANCHISEES OF THE FRANCHISOR OTHER THAN THE BUYER OR ITS
AFFILIATES UPON REDEMPTION OF NATIONAL TRAINING COUPONS SOLD BY SELLER PRIOR TO
THE EFFECTIVE DATE IN CIRCUMSTANCES WHERE SAME ARE REDEEMED MORE THAN ONE (1)
YEAR AFTER THE ISSUANCE OF SUCH COUPONS.
(5)
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(6)
ANY (A) LIABILITY OR OBLIGATION TO
INDEMNIFY ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF SELLER, EXCEPT WITH REGARD
TO INDEMNIFICATION OBLIGATIONS OWED TO SELLER OR PARENT FROM BUYER AND/OR OWNERS
ARISING UNDER THIS AGREEMENT, (B) LIABILITY ARISING OUT OF OR IN CONNECTION WITH
ANY VIOLATION OF A STATUTE OR GOVERNMENTAL RULE, REGULATION, DIRECTIVE OR OTHER
REQUIREMENT, AND ANY LIABILITY OR OBLIGATION OF A CONDITIONAL, CONTINGENT OR
SIMILAR NATURE, OR (C) LIABILITY OR OBLIGATION WHICH ARISES FROM OR IS BASED ON
A CLAIM FOR INJURY TO OR DEATH OF PERSONS, OR DAMAGE TO OR DESTRUCTION OF
PROPERTY, REGARDLESS OF WHEN ASSERTED, BUT WHICH ARISES FROM FACTS OR
CIRCUMSTANCES WHICH OCCURRED PRIOR TO THE EFFECTIVE DATE;
(7)
ANY LIABILITY OR OBLIGATION RELATING TO THE
CISCO EQUIPMENT LEASE OR A MINOLTA COPY MACHINE LEASED BY SELLER FOR USE IN THE
LEASED PREMISES;
(8)
ANY LIABILITY OR OBLIGATION RELATING TO THE
PREMISES PREVIOUSLY OCCUPIED