THEREOF AT SELLER'S EXPENSE AS SELLER REASONABLY REQUIRES TO ENABLE SELLER
EFFECTIVELY TO PREPARE ITS FINANCIAL REPORTS AND TAX RETURNS, COLLECT AMOUNTS
DUE TO IT IN RESPECT OF PRE-CLOSING OPERATIONS AND ADMINISTER, DEFEND AND
DISCHARGE LIABILITIES AND OBLIGATIONS NOT ASSUMED BY PURCHASER HEREUNDER;
PROVIDED, FURTHER, THAT THE TERM "RECORDS AND PLANS" DOES NOT INCLUDE (A) ANY
DOCUMENT OR CORRESPONDENCE THAT WOULD BE SUBJECT TO THE ATTORNEY-CLIENT
PRIVILEGE; (B) ANY DOCUMENT OR ITEM THAT SELLER IS CONTRACTUALLY OR OTHERWISE
BOUND TO KEEP CONFIDENTIAL; (C) ANY INTERNAL MEMORANDA, REPORTS OR ASSESSMENTS
OF SELLER RELATING TO SELLER'S VALUATION OF THE PROPERTY; AND (D) ANY APPRAISALS
OF THE REAL PROPERTY, WHETHER PREPARED INTERNALLY BY SELLER OR EXTERNALLY.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE RECORDS AND PLANS INCLUDE
DOCUMENTS SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR SUBJECT TO CONFIDENTIALITY
AGREEMENTS, THE SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CONSTRUCT AN
9
ARRANGEMENT WHEREBY SELLER, WITHOUT VIOLATING SUCH PRIVILEGE OR AGREEMENTS, WILL
PROVIDE PURCHASER WITH AS MUCH MATERIAL AND RELEVANT INFORMATION AS POSSIBLE
CONCERNING THE SUBJECT MATTER OF THE OTHERWISE PRIVILEGED OR CONFIDENTIAL
INFORMATION AS IS PERMISSIBLE WITHOUT CAUSING SELLER TO WAIVE ITS PRIVILEGE OR
VIOLATE SUCH AGREEMENTS.
2.02
ASSUMED LIABILITIES.
ON THE TERMS AND SUBJECT TO
THE CONDITIONS SET FORTH HEREIN AND EXCEPT AS EXPRESSLY CONTEMPLATED BY
SECTION 2.03 HEREOF, FROM AND AFTER THE CLOSING, THE PURCHASER WILL ASSUME AND
SATISFY OR PERFORM WHEN DUE ONLY THE FOLLOWING LIABILITIES OF THE SELLER
(COLLECTIVELY, THE "ASSUMED LIABILITIES"):
(A)
ALL LIABILITIES OF SELLER UNDER THE
LICENSES LISTED ON SECTION 2.01(F) OF THE DISCLOSURE SCHEDULE ARISING AFTER THE
CLOSING DATE OTHER THAN LIABILITIES ARISING FROM ANY BREACH OR DEFAULT OCCURRING
PRIOR TO THE CLOSING DATE;
(B)
ALL LIABILITIES OF SELLER ARISING AFTER THE
CLOSING DATE UNDER THE CONTRACTS LISTED ON SECTION 2.01(G) OF THE DISCLOSURE
SCHEDULE AND UNDER THE ADDITIONAL AGREEMENTS, IN EACH CASE OTHER THAN
LIABILITIES ARISING FROM ANY BREACH OR DEFAULT OCCURRING PRIOR TO THE CLOSING
DATE;
(C)
ALL LIABILITIES OF SELLER UNDER THE LEASES
LISTED ON SECTION 2.01(H) OF THE DISCLOSURE SCHEDULE ARISING AFTER THE CLOSING
DATE OTHER THAN LIABILITIES ARISING FROM ANY BREACH OR DEFAULT OCCURRING PRIOR
TO THE CLOSING DATE; AND
(D)
ANY LIABILITY OF THE SELLER WITH RESPECT TO
THE REAL PROPERTY ARISING OUT OF ANY CONDITION EXISTING AT THE REAL PROPERTY
PRIOR TO CLOSING WHICH CONSTITUTES A VIOLATION OF OR GIVES RISE TO A DUTY TO
REPORT OR REMEDIATE UNDER ANY ENVIRONMENTAL LAW, OTHER THAN ANY LIABILITY WITH
RESPECT TO A THIRD PARTY CLAIM COVERED UNDER SECTIONS 6.02(D) AND (E).
2.03
EXCLUDED ASSETS AND LIABILITIES.
THE PROPERTY
DOES NOT INCLUDE THE PROPERTY DESCRIBED IN SECTION 2.03 OF THE DISCLOSURE
SCHEDULE (THE "EXCLUDED ASSETS").
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, AND WITHOUT INCREASING THE SCOPE OF THE ASSUMED LIABILITIES BY
IMPLICATION, PURCHASER WILL NOT ASSUME OR PERFORM ANY LIABILITIES NOT
SPECIFICALLY CONTEMPLATED BY SECTION 2.02 TO BE ASSUMED LIABILITIES NOR ANY OF
THE FOLLOWING LIABILITIES (WHETHER OR NOT CONTEMPLATED BY SECTION 2.02)
(TOGETHER, THE "EXCLUDED LIABILITIES"):
(I)
ANY