ON EACH
OTHER SCHEDULE WITH RESPECT TO WHICH THE RELEVANCE OF SUCH DISCLOSURE TO SUCH
OTHER SCHEDULE IS READILY APPARENT ON THE FACE OF SUCH DISCLOSURE.
ANY
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CAPITALIZED TERMS USED IN ANY SCHEDULE OR EXHIBIT BUT NOT OTHERWISE DEFINED
THEREIN SHALL BE DEFINED AS SET FORTH IN THIS AGREEMENT.
(IV)
GENDER AND NUMBER.
ANY REFERENCE IN THIS
AGREEMENT TO GENDER SHALL INCLUDE ALL GENDERS, AND WORDS IMPARTING THE SINGULAR
NUMBER ONLY SHALL INCLUDE THE PLURAL AND VICE VERSA.
(V)
HEADINGS.
THE PROVISION OF A TABLE OF
CONTENTS, THE DIVISION OF THIS AGREEMENT INTO ARTICLES, SECTIONS AND OTHER
SUBDIVISIONS AND THE INSERTION OF HEADINGS ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT AFFECT OR BE UTILIZED IN CONSTRUING OR INTERPRETING THIS
AGREEMENT.
ALL REFERENCES IN THIS AGREEMENT TO ANY "SECTION" OR "ARTICLE" ARE
TO THE CORRESPONDING SECTION OR ARTICLE, RESPECTIVELY, OF THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED.
(VI)
HEREIN.
THE WORDS SUCH AS "HEREIN,"
"HEREINAFTER," "HEREOF," AND "HEREUNDER" REFER TO THIS AGREEMENT AS A WHOLE AND
NOT MERELY TO A SUBDIVISION IN WHICH SUCH WORDS APPEAR UNLESS THE CONTEXT
OTHERWISE REQUIRES.
(VII)
INCLUDING.
THE WORD "INCLUDING" OR ANY
VARIATION THEREOF MEANS "INCLUDING, WITHOUT LIMITATION" AND SHALL NOT BE
CONSTRUED TO LIMIT ANY GENERAL STATEMENT THAT IT FOLLOWS TO THE SPECIFIC OR
SIMILAR ITEMS OR MATTERS IMMEDIATELY FOLLOWING IT.
(VIII)
PERFORMANCE.
REFERENCES IN ARTICLE V, ARTICLE VI,
AND ARTICLE VII TO "PERFORMANCE HEREOF," "PERFORMANCE OF THIS AGREEMENT," "
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY," "CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT" OR SIMILAR REFERENCES SHALL INCLUDE
THE TRANSFER AND SALE OF ALL OF THE ASSETS AND PROPERTIES THAT COULD CONSTITUTE
PURCHASED ASSETS (WITHOUT GIVING EFFECT TO SECTION 2.6) AND THE ASSUMPTION OF
ALL OF THE LIABILITIES THAT COULD CONSTITUTE ASSUMED LIABILITIES (WITHOUT GIVING
EFFECT TO SECTION 2.6).
(B)
THE PARTIES HERETO HAVE PARTICIPATED JOINTLY
IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND, IN THE EVENT AN AMBIGUITY
OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE
CONSTRUED AS JOINTLY DRAFTED BY THE PARTIES HERETO AND NO PRESUMPTION OR BURDEN
OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE
AUTHORSHIP OF ANY PROVISION OF THIS AGREEMENT.
ARTICLE II
PURCHASE AND SALE OF ASSETS;
ASSUMPTION OF LIABILITIES
2.1
Exhibit A Purchased Assets and Assumed
Liabilities.
(A)
PURCHASE AND SALE OF ASSETS.
ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING,
PURCHASER SHALL PURCHASE, ACQUIRE AND ACCEPT FROM SELLERS FREE AND CLEAR OF ALL
LIENS (OTHER THAN PERMITTED EXCEPTIONS) AND SELLERS SHALL SELL, TRANSFER,
ASSIGN, CONVEY AND DELIVER TO PURCHASER FREE AND CLEAR OF ALL LIENS (OTHER THAN
ANY
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PERMITTED EXCEPTIONS) ALL OF THE ASSETS AND PROPERTIES SET FORTH ON EXHIBIT A-1
HERETO (THE "EXHIBIT A PURCHASED ASSETS").
(B)
ASSUMPTION OF LIABILITIES.
ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING, PURCHASER
SHALL ASSUME, EFFECTIVE AS OF THE CLOSING, AND SHALL TIMELY PERFORM AND
DISCHARGE IN ACCORDANCE WITH THEIR