OR IN ANY OTHER PERSON, AND ALL OPTIONS, WARRANTS OR
OTHER RIGHTS TO ACQUIRE SUCH CAPITAL STOCK OR OTHER EQUITY INTEREST;
(H)
SUBJECT TO THE PROVISIONS OF SECTION 1.1(I), ALL INSURANCE
POLICIES OF THE SELLERS;
(I)
ALL EMPLOYEE BENEFIT PLANS OF THE SELLERS AND ALL ASSETS RELATED
THERETO;
(J)
THOSE ASSETS SPECIFICALLY SET FORTH IN SCHEDULE 1.2(J) ATTACHED
HERETO; AND
(K)
ALL OTHER ASSETS, PROPERTIES, RIGHTS AND INTERESTS OF SELLERS OF
EVERY KIND AND NATURE WHATSOEVER, WHETHER REAL, PERSONAL OR MIXED, TANGIBLE OR
INTANGIBLE, THAT ARE NOT OWNED, USED OR HELD FOR USE BY THE SELLERS PRIMARILY IN
CONNECTION WITH THE OPERATION OF THE BUSINESS.
1.3
ASSUMPTION OF LIABILITIES.
UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING, THE
BUYER PARTIES SHALL ASSUME FROM THE SELLERS ONLY THE FOLLOWING LIABILITIES (THE
"ASSUMED LIABILITIES"):
(A)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS RELATED TO THE
OWNERSHIP OR USE OF THE ACQUIRED ASSETS AND THE OPERATION OF THE BUSINESS FROM
AND AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, UP TO $1000 FOR
INTERDICTION SERVICES; AND
(B)
ALL LIABILITIES OF THE SELLERS FOR PERFORMANCE AFTER THE CLOSING
UNDER THE ASSIGNED CONTRACTS, PROVIDED, THAT, THE BUYER SHALL NOT ASSUME, AND
DOES NOT HEREBY AGREE TO PAY, DISCHARGE OR PERFORM, ANY LOSSES TO THE EXTENT
ARISING FROM ANY BREACH OR DEFAULT OF EITHER SELLER OF ANY ASSIGNED CONTRACT
PRIOR TO THE CLOSING DATE REGARDLESS OF WHETHER THE SELLERS DISCLOSE SUCH BREACH
OR DEFAULT PURSUANT TO THIS AGREEMENT.
1.4
EXCLUDED LIABILITIES.
EXCEPT AS EXPRESSLY
ASSUMED PURSUANT TO SECTION 1.3, THE BUYER IS NOT ASSUMING AND SHALL NOT HAVE
ANY LIABILITY OR OBLIGATION FOR ANY LIABILITIES OF EITHER SELLER OR ANY OF ITS
PREDECESSORS OR AFFILIATES (THE "EXCLUDED LIABILITIES").
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE BUYER SHALL NOT BE DEEMED TO ASSUME ANY OF THE
FOLLOWING LIABILITIES, ALL OF WHICH SHALL CONSTITUTE EXCLUDED LIABILITIES:
3
(A)
LIABILITIES ARISING UNDER ANY WRITTEN OR ORAL CONTRACT TO WHICH
EITHER SELLER IS A PARTY OR BY WHICH EITHER SELLER OR ITS ASSETS OR PROPERTIES
ARE OTHERWISE SUBJECT OR BOUND, OTHER THAN LIABILITIES ARISING UNDER THE
ASSIGNED CONTRACTS OR OTHERWISE CONSTITUTING ASSUMED LIABILITIES;
(B)
LIABILITIES OF A SELLER OR ANY OF ITS PREDECESSORS OR AFFILIATES
IN RESPECT OF ANY INDEBTEDNESS FOR MONEY BORROWED, OR TRANSACTION EXPENSES OF
EITHER SELLER;
(C)
LIABILITIES OF A SELLER OR ANY OF ITS PREDECESSORS OR AFFILIATES
TO ANY AFFILIATE OR CURRENT OR FORMER STOCKHOLDER OR OPTION HOLDER OF THE SELLER
OR ANY OF ITS PREDECESSORS OR AFFILIATES;
(D)
LIABILITIES OF A SELLER OR ANY OF ITS PREDECESSORS OR AFFILIATES
FOR OR IN RESPECT OF TAXES, EXCEPT FOR TAXES ARISING FROM AND AFTER THE CLOSING
DATE FROM THE OPERATION OF THE BUSINESS AND EXCEPT AS PROVIDED IN SECTION 1.9
AND SECTION 8.10;
(E)
LIABILITIES OF A SELLER OR ANY OF ITS PREDECESSORS OR AFFILIATES
TO ANY PRESENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT OR INDEPENDENT
CONTRACTOR OF SUCH SELLER OR ANY OF ITS PREDECESSORS OR AFFILIATES, INCLUDING
LIABILITIES ARISING