THEY ARE KNOWN AT
CLOSING OR BECOME KNOWN ONLY AFTER THE CLOSING, EXCEPT TO THE EXTENT ADJUSTED
PURSUANT TO §2.10 OR §2.11 HEREOF);
(B)
ALL LIABILITIES FOR SERVICES RENDERED BY THE BUYER WITH RESPECT TO
THE ACQUIRED LOCATION AFTER THE CLOSING;
(C)
THE OPEN PURCHASE ORDERS RELATING TO THE ACQUIRED LOCATION FOR ANY
INVENTORY AND SUPPLIES ORDERED BY SUCH LOCATION, BUT NOT YET RECEIVED, AS OF THE
CLOSING DATE AND IDENTIFIED ON SCHEDULE 2.3(C) (THE "IN TRANSIT INVENTORY"), BUT
IN EACH CASE ONLY TO THE EXTENT AND AS TO THE AMOUNTS SPECIFICALLY SET FORTH
THEREON;
(D)
ALL LIABILITIES FOR TAXES RELATING TO THE ACQUIRED LOCATION THAT
ARE INCURRED SUBSEQUENT TO THE CLOSING (UNLESS OTHERWISE ALLOCATED PURSUANT TO
§2.10 OR §2.11) AND ALL LIABILITIES FOR TRANSFER TAXES ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AS DESCRIBED IN §7.10);
(E)
ALL OTHER LIABILITIES RELATING TO THE OPERATIONS OF THE ACQUIRED
LOCATION OR THE OWNERSHIP OF THE ACQUIRED ASSETS, BUT IN EACH SUCH CASE ONLY TO
THE EXTENT THEY ARISE OR ACCRUE AFTER THE CLOSING; AND
(F)
ALL LIABILITIES RELATING TO OR ARISING FROM THE BUYER'S USE OF
(I) THE TRANSITIONAL ASSETS OR (II) THE UTILITIES AND TELEPHONE ACCOUNTS OF THE
SELLER PURSUANT TO §5.5.
2.4.
LIABILITIES NOT ASSUMED.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE BUYER WILL NOT ASSUME OR PERFORM ANY LIABILITIES NOT SPECIFICALLY
COVERED IN §2.3 HEREOF INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING LIABILITIES
(THE "RETAINED LIABILITIES"), WHICH SHALL BE RETAINED BY THE SELLER:
(A)
ANY LIABILITY OF THE SELLER FOR TAXES (I) NOT RELATING TO THE
ACQUIRED LOCATION OR (II) INCURRED PRIOR TO THE CLOSING (UNLESS OTHERWISE
ALLOCATED PURSUANT TO §2.10 OR §2.11);
(B)
ANY LIABILITY OF THE SELLER FOR COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THIS AGREEMENT, THE MAKING OR PERFORMANCE OF THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY;
(C)
ANY LIABILITY OF THE SELLER TO INDEMNIFY ANY PERSON, EXCEPT TO THE
EXTENT ARISING UNDER THE LEASES FOR ACTS, EVENTS, OR OMISSIONS THAT MAY TAKE
PLACE OR TRANSPIRE AFTER THE CLOSING (UNLESS OTHERWISE ALLOCATED PURSUANT TO
§2.10 OR §2.11);
(D)
ANY LIABILITY ASSOCIATED WITH ANY EMPLOYEE PLAN;
10
(E)
ANY LIABILITY OF THE SELLER ARISING UNDER THIS AGREEMENT EXCEPT AS
SET FORTH IN THE INDEMNIFICATION PROVISIONS OF §6 HEREOF, SOLELY TO THE EXTENT
SET FORTH THEREIN;
(F)
ANY LIABILITY ARISING OUT OF OR RELATING TO THE EXCLUDED ASSETS;
(G)
EXCEPT AS DISCLOSED ON SCHEDULE 2.4, ANY LIABILITY TO AFFILIATES
OF SELLER;
(H)
ANY LIABILITY RELATING TO FORMER EMPLOYEES OF SELLER NO LONGER
EMPLOYED BY SELLER AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE, EXCEPT TO
THE EXTENT, IF ANY, THAT BUYER HAS SPECIFICALLY ASSUMED OR AGREED TO ASSUME
RESPONSIBILITY FOR SUCH OBLIGATIONS IN THIS AGREEMENT; AND
(I)
ANY LIABILITY UNDER ANY LEASES THAT ACCRUED OR AROSE BASED SOLELY
ON ANY ACT, EVENT, OR OMISSION THAT OCCURRED PRIOR TO OR THROUGH AND INCLUDING
THE CLOSING DATE (UNLESS OTHERWISE ALLOCATED PURSUANT TO §2.10 OR §2.11).
2.5.
PURCHASE PRICE.
THE BUYER AGREES