EMPLOYEES WHO DO
NOT BECOME TRANSFERRED EMPLOYEES; AND (B) ALL LIABILITIES WITH RESPECT TO
BUSINESS EMPLOYEES WHO ARE NOT U.S. BUSINESS EMPLOYEES WHO DO NOT BECOME
TRANSFERRED EMPLOYEES, UNLESS SUCH LIABILITIES ARISE PURSUANT TO LAW (E.G., IF
APPLICABLE, STATUTORILY REQUIRED SEVERANCE PAY); PROVIDED THAT, FOR THE
AVOIDANCE OF DOUBT, ANY LIABILITY ARISING UNDER ANY LEGAL PROCEEDING OR CLAIM
RELATED TO WORKERS' COMPENSATION OR EQUAL OPPORTUNITY AND BROUGHT BY OR ON
BEHALF OF ANY FORMER EMPLOYEE OR BUSINESS EMPLOYEE (OR ANY BENEFICIARY THEREOF),
THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE OFFICE OF FEDERAL CONTRACT
COMPLIANCE SHALL BE AN ASSUMED LIABILITY; AND
(XIII)
ALL LIABILITIES SET FORTH IN SCHEDULE 2.5(A)(XIII) OF THE SELLER
DISCLOSURE LETTER.
SECTION 2.6
PURCHASE PRICE.
IN CONSIDERATION OF THE SALE AND
TRANSFER OF THE EQUITY INTERESTS AND THE PURCHASED ASSETS, PURCHASER AGREES TO
PURCHASE FROM THE EQUITY SELLING ENTITIES THE EQUITY INTERESTS FOR AN AGGREGATE
PURCHASE PRICE OF THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (THE
"GROSS EQUITY PURCHASE PRICE") AND TO PURCHASE FROM THE ASSET SELLING ENTITIES
THE PURCHASED ASSETS FOR AN AGGREGATE PURCHASE PRICE OF FOUR HUNDRED TWENTY-ONE
MILLION FIVE HUNDRED THOUSAND DOLLARS ($421,500,000) (THE "GROSS ASSET PURCHASE
PRICE", AND TOGETHER WITH THE GROSS EQUITY PURCHASE PRICE, THE "GROSS PURCHASE
PRICE"), SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 2.7 (AS SO ADJUSTED, THE
"AGGREGATE PURCHASE PRICE").
THE GROSS PURCHASE PRICE SHALL BE ALLOCATED AS
DESCRIBED IN SECTION 2.8(A).
AT THE CLOSING, PURCHASER SHALL DELIVER TO SELLER
THE GROSS PURCHASE PRICE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE
ACCOUNT OR ACCOUNTS PREVIOUSLY NOTIFIED BY SELLER IN WRITING TO PURCHASER.
SECTION 2.7
PURCHASE PRICE ADJUSTMENT
(A) PROMPTLY AFTER THE
CLOSING DATE, AND IN ANY EVENT NOT LATER THAN THIRTY (30) DAYS FOLLOWING THE
CLOSING DATE, SELLER SHALL PREPARE AND DELIVER TO PURCHASER FOR ITS REVIEW A
STATEMENT (THE "CLOSING STATEMENT") OF (I) THE WORKING CAPITAL AT THE CLOSING
DATE AND (II) THE AMOUNT OF CONVEYED ENTITIES CLOSING CASH AND ASSET SELLING
ENTITIES CLOSING CASH (TO THE EXTENT CONSTITUTING A PURCHASED ASSET).
THE
CLOSING STATEMENT SHALL BE PREPARED IN A MANNER CONSISTENT WITH EXHIBIT A.
PURCHASER SHALL GIVE SELLER AND ITS REPRESENTATIVES ACCESS, TO THE PREMISES,
BOOKS AND RECORDS, AND APPROPRIATE PERSONNEL OF THE BUSINESS, THE CONVEYED
ENTITIES AND PURCHASER FOR PURPOSES OF THE PREPARATION OF THE CLOSING STATEMENT
IN ACCORDANCE WITH THIS SECTION 2.7(A) (AND DURING THE PERIODS CONTEMPLATED BY
SECTION 2.7(B)).
PURCHASER SHALL INSTRUCT ITS EMPLOYEES (INCLUDING THE
TRANSFERRED EMPLOYEES) AND REPRESENTATIVES TO COOPERATE WITH, AND PROMPTLY AND
COMPLETELY RESPOND TO ALL REASONABLE REQUESTS AND INQUIRIES OF, SELLER AND ITS
REPRESENTATIVES, AND, UPON EXECUTION OF A CUSTOMARY ACCESS LETTER IF REQUIRED BY
PURCHASER'S OUTSIDE ACCOUNTANTS, SELLER AND ITS REPRESENTATIVES SHALL HAVE
REASONABLE ACCESS, UPON REASONABLE NOTICE, TO ALL RELEVANT WORK PAPERS,
SCHEDULES, MEMORANDA AND OTHER DOCUMENTS PREPARED BY PURCHASER OR ITS
REPRESENTATIVES (INCLUDING ITS OUTSIDE ACCOUNTANTS) TO THE EXTENT SUCH MATERIALS
HAVE BEEN PREPARED BY PURCHASER OR ITS REPRESENTATIVES AND RELATE TO THE
CALCULATION OF WORKING CAPITAL AND/OR THE CONVEYED ENTITIES CLOSING CASH AND THE
ASSET