AND RECITALS OF THIS
AGREEMENT;
(E)
REFERENCES TO "DAY" OR "DAYS" ARE TO CALENDAR DAYS;
(F)
REFERENCES TO "THE DATE HEREOF" SHALL MEAN AS OF THE DATE OF THIS
AGREEMENT;
(G)
UNLESS EXPRESSLY INDICATED OTHERWISE, THE WORDS "HEREOF", "HEREIN",
"HERETO" AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, WHEN USED IN THIS
AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PROVISION OF
THIS AGREEMENT;
(H)
REFERENCES TO THIS "AGREEMENT" OR ANY OTHER AGREEMENT OR DOCUMENT SHALL BE
CONSTRUED AS REFERENCES TO THIS AGREEMENT OR, AS THE CASE MAY BE, SUCH OTHER
AGREEMENT OR DOCUMENT AS THE SAME MAY HAVE BEEN, OR MAY FROM TIME TO TIME BE,
AMENDED, VARIED, NOVATED OR SUPPLEMENTED; AND
(I)
"INCLUDE", "INCLUDES", AND "INCLUDING" ARE DEEMED TO BE FOLLOWED BY
"WITHOUT LIMITATION" WHETHER OR NOT THEY ARE IN FACT FOLLOWED BY SUCH WORDS OR
WORDS OF SIMILAR IMPORT.
SECTION 1.3
EXHIBITS AND SELLER DISCLOSURE LETTER.
THE EXHIBITS TO
THIS AGREEMENT AND THE SELLER DISCLOSURE LETTER ARE INCORPORATED INTO AND FORM
AN INTEGRAL PART OF THIS AGREEMENT.
IF AN EXHIBIT IS A FORM OF AGREEMENT, SUCH
AGREEMENT, WHEN EXECUTED AND DELIVERED BY THE PARTIES THERETO, SHALL CONSTITUTE
A DOCUMENT INDEPENDENT OF THIS AGREEMENT.
SECTION 1.4
KNOWLEDGE.
WHERE ANY REPRESENTATION OR WARRANTY OR
OTHER PROVISION CONTAINED IN THIS AGREEMENT IS EXPRESSLY QUALIFIED BY REFERENCE
TO THE "KNOWLEDGE OF SELLER", SUCH KNOWLEDGE SHALL MEAN TO THE ACTUAL KNOWLEDGE
(AS DISTINGUISHED FROM CONSTRUCTIVE OR IMPUTED KNOWLEDGE) OF THOSE INDIVIDUALS
LISTED ON SCHEDULE 1.4 OF THE SELLER DISCLOSURE LETTER, AFTER DUE INQUIRY.
ARTICLE II
PURCHASE AND SALE
SECTION 2.1
PURCHASE AND SALE OF THE EQUITY INTERESTS.
UPON THE
TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, AT THE CLOSING, SELLER
SHALL CAUSE THE EQUITY SELLING ENTITIES TO SELL TO PURCHASER, AND PURCHASER
AGREES TO PURCHASE FROM THE EQUITY SELLING ENTITIES, FREE AND CLEAR OF ALL LIENS
OTHER THAN PERMITTED LIENS, THE EQUITY INTERESTS.
THE CERTIFICATES, IF ANY,
REPRESENTING THE EQUITY INTERESTS SHALL BE DULY ENDORSED IN BLANK, OR
ACCOMPANIED EITHER BY
16
stock powers duly executed in blank by the respective Equity Selling Entities or
by such other instruments of transfer as are reasonably acceptable to Purchaser.
SECTION 2.2
PURCHASE AND SALE OF THE PURCHASED ASSETS.
UPON THE
TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, AT THE CLOSING, SELLER
SHALL CAUSE EACH ASSET SELLING ENTITY TO SELL, CONVEY, ASSIGN AND TRANSFER TO
PURCHASER, AND PURCHASER SHALL PURCHASE, ACQUIRE AND ACCEPT FROM EACH ASSET
SELLING ENTITY, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS, ALL OF
SUCH ASSET SELLING ENTITY'S RIGHT, TITLE AND INTEREST IN THE FOLLOWING ASSETS,
PROPERTIES AND RIGHTS OWNED OR HELD BY SUCH ASSET SELLING ENTITY (COLLECTIVELY,
THE "PURCHASED ASSETS"), AS THE SAME MAY EXIST ON THE CLOSING DATE:
(A)
THE REAL PROPERTY LEASEHOLD INTERESTS OF THE ASSET SELLING ENTITIES TO BE
ASSIGNED TO PURCHASER, INCLUDING (X) ANY PREPAID RENT, SECURITY DEPOSITS AND
OPTIONS TO PURCHASE IN CONNECTION THEREWITH AND (Y) THE ASSET SELLING ENTITIES'
RIGHT, TITLE OR INTEREST