ENVIRONMENTAL LIABILITY TO THE EXTENT IT ARISES FROM BUYER'S NEGLIGENT
ACTIONS.
(QQ)
"SUBSIDIARIES" MEANS ANY AND ALL CORPORATIONS, PARTNERSHIPS, JOINT
VENTURES, ASSOCIATIONS AND OTHER ENTITIES CONTROLLED BY THE APPLICABLE PERSON
DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES.
(RR)
"SUPPLY AGREEMENT" MEANS THAT CERTAIN SUPPLY AGREEMENT ATTACHED
HERETO AS EXHIBIT D ENTERED INTO BY BUYER AND SELLER AS OF THE DATE HEREOF
RELATING TO THE PROVISION OF MANUFACTURING SERVICES BY BUYER.
(SS)
"TRANSFERRED EMPLOYEE" MEANS ANY EMPLOYEE OR OTHER INDIVIDUAL
CURRENTLY PROVIDING SERVICES TO SELLER WHO BECOMES AN EMPLOYEE OF BUYER AS A
RESULT OF THE SECONDMENT AGREEMENT.
(TT)
"TRANSITION SERVICES AGREEMENT" MEANS THAT CERTAIN TRANSITION
SERVICES AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A TO BE
ENTERED INTO BY BUYER AND
7
SELLER IN SUBSTANTIALLY THE SAME FORM AT THE CLOSING WITH RESPECT TO THE
PROVISION OF CERTAIN TRANSITION SERVICES WITH RESPECT TO THE BUSINESS FOLLOWING
THE CLOSING DATE.
ARTICLE II
PURCHASE AND SALE OF ASSETS
2.1
Purchase and Sale of Assets.
(A)
PURCHASE AND SALE OF ASSETS PURCHASE AND SALE.
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH HEREIN, AT THE CLOSING (AS DEFINED IN
SECTION 2.3(A) HEREOF), BUYER SHALL PURCHASE FROM SELLER, AND SELLER SHALL
IRREVOCABLY SELL, CONVEY, TRANSFER, ASSIGN AND DELIVER TO BUYER, THE PURCHASED
ASSETS (AS DEFINED IN SECTION 2.1(B) HEREOF), FREE AND CLEAR OF ALL LIENS (OTHER
THAN PERMITTED LIENS).
ALL PAYMENT AMOUNTS EXPRESSED IN THIS AGREEMENT ARE IN
U.S. DOLLARS.
(B)
DEFINITION OF PURCHASED ASSETS.
FOR ALL PURPOSES OF AND UNDER
THIS AGREEMENT, THE TERM "PURCHASED ASSETS" SHALL MEAN, REFER TO AND INCLUDE ALL
OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE FOLLOWING TANGIBLE
AND INTANGIBLE ASSETS, PROPERTIES AND RIGHTS TO THE EXTENT OWNED, USED OR HELD
FOR USE BY SELLER AS OF THE CLOSING (BUT SPECIFICALLY EXCLUDING THE EXCLUDED
ASSETS (AS DEFINED IN SECTION 2.1(C) HEREOF)):
(I)
THE FIXED ASSETS, THE INVENTORIES, PURCHASED IT SYSTEMS, THE
EXPENSED ITEMS AND THE OTHER TANGIBLE PERSONAL PROPERTY USED IN CONNECTION WITH
THE BUSINESS, AND LISTED ON SCHEDULE 2.1(B)(I) HERETO (THE "TANGIBLE PERSONAL
PROPERTY");
(II)
ALL RIGHTS OF SELLER IN, TO OR UNDER (A) THE LEASES OR SUBLEASES
OF TANGIBLE PERSONAL PROPERTY LISTED ON SCHEDULE 2.1(B)(II)(A) AS TO WHICH
SELLER IS THE LESSOR OR SUBLESSOR, AND (B) THE LEASES OF TANGIBLE PERSONAL
PROPERTY LISTED ON SCHEDULE 2.1(B)(II)(B) AS TO WHICH SELLER IS THE LESSEE OR
SUBLESSEE, TOGETHER WITH ANY OPTIONS TO PURCHASE THE UNDERLYING PROPERTY (THE
LEASES AND SUBLEASES DESCRIBED IN SUBCLAUSES (A) AND (B) HEREOF, THE "PERSONAL
PROPERTY LEASES");
(III)
ALL BOOKS AND RECORDS OF SELLER SOLELY RELATING TO THE PURCHASED
ASSETS AND NECESSARY FOR THE CONDUCT OF THE BUSINESS AT THE CLOSING, OTHER THAN
BOOKS AND RECORDS OF SELLER CONCERNING TRADE SECRETS OR OTHER CONFIDENTIAL
INFORMATION OF SELLER, PRIVILEGED INFORMATION, INTERNAL FINANCIAL STATEMENTS AND
RELATED INFORMATION OR RECORDS; AND FILES AND RECORDS OF EMPLOYEES OR RELATED
HUMAN RESOURCE MATTERS PRIOR TO THE CLOSING (THE "SELLER RECORDS");
(IV)
ALL RIGHTS UNDER ANY CONTRACTS, INDENTURES, MORTGAGES,
INSTRUMENTS,