OTHERS); PROVIDED,
HOWEVER, THAT (A) THE COMPANY MAY RETAIN ITS TAX RETURNS AND RELATED WORK PAPERS
AND ANY OTHER RECORDS OR DOCUMENTS REQUIRED BY APPLICABLE LAW TO BE RETAINED BY
THE COMPANY (THE COMPANY SHALL DELIVER TO BUYER COMPLETE AND ACCURATE COPIES OF
ALL SUCH WRITINGS), AND (B) BUYER SHALL (1) PROVIDE THE COMPANY AND THE COMPANY
SHAREHOLDERS ACCESS TO SUCH RECORDS TRANSFERRED TO BUYER AS MAY BE REASONABLY
REQUIRED FROM TIME TO TIME (A) TO PREPARE THEIR INCOME TAX RETURNS FOR THEIR
CURRENT TAXABLE YEAR, (B) TO RESPOND TO ANY AUDIT BY ANY TAXING AUTHORITY
RELATED TO ANY TAX RETURNS OF THE COMPANY OR SUCH COMPANY SHAREHOLDER, OR
(C) FOR OTHER REASONABLE PURPOSES RELATED TO PRE-CLOSING MATTERS, AND (2) RETAIN
SUCH RECORDS FOR AT LEAST SIX (6) YEARS AFTER THE COMPANY AND THE COMPANY
SHAREHOLDERS FILE THEIR FEDERAL INCOME TAX RETURNS FOR THEIR CURRENT TAXABLE
YEAR (THE COMPANY AND EACH COMPANY SHAREHOLDER WILL NOTIFY BUYER IN WRITING OF
THE DATE OF SUCH FILING AS SOON AS PRACTICABLE THEREAFTER) OR, AT BUYER'S
OPTION, MAKE SUCH RECORDS AVAILABLE TO THE COMPANY AND THE COMPANY SHAREHOLDERS;
(XII)
ALL CLAIMS, DEPOSITS, PREPAYMENTS, WARRANTIES, GUARANTEES,
REFUNDS, CAUSES OF ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET-OFF AND RIGHTS OF
COMPENSATION OF EVERY KIND AND NATURE, TO THE EXTENT RELATING TO THE PURCHASED
ASSETS OR THE ASSUMED LIABILITIES;
(XIII)
ALL PROPRIETARY RIGHTS AND OTHER INTANGIBLE RIGHTS AND INTANGIBLE
PROPERTY OF THE COMPANY (INCLUDING WITHOUT LIMITATION THE "RADER FARMS"
TRADEMARK, THE RADERFARMS.COM WEBSITE, TELEPHONE, TELECOPY AND E-MAIL ADDRESSES
AND LISTINGS);
9
(XIV)
ALL GOVERNMENTAL AUTHORIZATIONS LISTED ON SCHEDULE 4.15 AND ALL
DATA AND RECORDS PERTAINING THERETO;
(XV)
ALL RIGHTS UNDER OR PURSUANT TO ALL WRITTEN WARRANTIES,
REPRESENTATIONS, GUARANTEES AND SERVICE CONTRACTS MADE BY SUPPLIERS,
MANUFACTURERS AND CONTRACTORS IN CONNECTION WITH THE PURCHASED ASSETS;
(XVI)
ALL INSURANCE, WARRANTY, GUARANTEE AND CONDEMNATION PROCEEDS
RECEIVED ON OR AFTER THE CLOSING DATE WITH RESPECT TO DAMAGE, NON-CONFORMANCE OF
OR LOSS TO THE PURCHASED ASSETS;
(XVII)
ALL BROCHURES, ARTWORK AND OTHER PROMOTIONAL AND PRINTED MATERIALS,
CONSUMABLES, TRADE SHOW MATERIALS AND EQUIPMENT (INCLUDING DISPLAYS), VIDEOS,
ADVERTISING AND/OR MARKETING MATERIALS; AND
(XVIII)
ALL GOODWILL AS A GOING CONCERN AND ASSOCIATED WITH THE ITEMS
LISTED ABOVE.
(B)
EXCLUDED ASSETS.
ALL RIGHT, TITLE, AND INTEREST OF EVERY KIND AND NATURE
IN AND TO ALL OF THE OTHER ASSETS AND PROPERTIES OWNED OR LEASED BY THE COMPANY
(INCLUDING INDIRECT AND OTHER FORMS OF BENEFICIAL OWNERSHIP) AS OF THE CLOSING
DATE, WHETHER TANGIBLE, INTANGIBLE, PERSONAL OR REAL AND WHEREVER LOCATED AND BY
WHOMEVER POSSESSED ARE EXPRESSLY EXCLUDED FROM THE PURCHASE AND SALE
CONTEMPLATED HEREBY (THE "EXCLUDED ASSETS") AND, AS SUCH, ARE NOT INCLUDED IN
THE PURCHASED ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EXCLUDED ASSETS SHALL INCLUDE:
(I)
THE OWNED REAL PROPERTY; AND
(II)
OTHER ASSETS, IF ANY, LISTED ON SCHEDULE 2.1(B)(II).
2.2
LIMITED ASSUMPTION OF LIABILITIES.
(A)
LIMITED ASSUMED LIABILITIES.
SUBJECT TO THE CONDITIONS SPECIFIED IN THIS
AGREEMENT, AND IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS
SET FORTH HEREIN, FROM AND AFTER THE CLOSING