AND AGREE TO PERFORM, PAY AND DISCHARGE WHEN DUE, AND HOLD SELLER GROUP HARMLESS
FROM AND INDEMNIFY SELLER GROUP AGAINST, THE FOLLOWING DEBTS, LIABILITIES AND
OBLIGATIONS OF SELLER GROUP RELATED TO THE BUSINESS: (I) LIABILITIES AND
OBLIGATIONS ASSOCIATED WITH THE CONTRACTS, (II) ALL WARRANTY OBLIGATIONS
RELATING TO THE PRODUCTS OR SERVICES PERFORMED IN CONNECTION WITH THE PRODUCTS,
EXCEPT FOR THESE WARRANTY OBLIGATIONS SET FORTH ON SCHEDULE 1.1(C) HERETO (THE
"EXCLUDED WARRANTY OBLIGATIONS") AND (III) OTHER LIABILITIES REFLECTED ON THE
REFERENCE BALANCE SHEET, WITH SUCH CHANGES THERETO THAT OCCUR IN THE ORDINARY
COURSE OF BUSINESS PRIOR TO THE CLOSING DATE OTHER THAN ACCOUNTS PAYABLE, WHICH
SHALL BE RETAINED BY SELLER (COLLECTIVELY, THE "ASSUMED LIABILITIES").
BUYER
EXPRESSLY IS NOT ASSUMING ANY OBLIGATIONS OR LIABILITIES, WHETHER ACCRUED,
ABSOLUTE, CONTINGENT, MATURED, UNMATURED OR OTHER, OF SELLER GROUP OR ANY OTHER
PERSON OR ENTITY, EXCEPT FOR THE ASSUMED LIABILITIES (THE "EXCLUDED
LIABILITIES").
WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY AGREED THAT
BUYER SHALL NOT ASSUME OR HAVE ANY RESPONSIBILITY WITH RESPECT TO ANY OF THE
FOLLOWING LIABILITIES OR OBLIGATIONS, AND THE FOLLOWING LIABILITIES AND
OBLIGATIONS SHALL NOT CONSTITUTE ASSUMED LIABILITIES: (1) ANY
3
LIABILITY OR OBLIGATION FOR TAXES (AS DEFINED IN SECTION 3.13) FOR WHICH SELLER
IS RESPONSIBLE PURSUANT TO SECTION 5.15(C) HEREOF; (2) ANY LIABILITY OR
OBLIGATION OF SELLER GROUP AS A RESULT OF ANY LEGAL OR EQUITABLE ACTION OR
JUDICIAL OR ADMINISTRATIVE PROCEEDING INITIATED AT ANY TIME IN RESPECT OF
ANYTHING DONE, SUFFERED TO BE DONE, OR OMITTED TO BE DONE BY THE SELLER GROUP OR
ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, EXCEPT FOR ASSUMED
LIABILITIES, OR (3) RELATED TO THE EMPLOYMENT BY ANY MEMBER OF THE SELLER GROUP
OF ANY EMPLOYEE OF ANY MEMBER OF THE SELLER GROUP, INCLUDING, WITHOUT
LIMITATION, EMPLOYMENT LIABILITIES (UNLESS SPECIFICALLY INCLUDED IN THE
REFERENCE BALANCE SHEET AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR TO THE
EXTENT RELATED TO THEIR ACTIVITIES AS EMPLOYEES OF BUYER FOLLOWING THE CLOSING),
AND SEVERANCE PAYMENTS TO EMPLOYEES OF ANY MEMBER OF THE SELLER GROUP THAT ARE
NOT AFFECTED EMPLOYEES (AS DEFINED BELOW).
FOR THESE PURPOSES, "EMPLOYMENT
LIABILITIES" MEANS ANY AND ALL CLAIMS, DEBTS, LIABILITIES, COMMITMENTS AND
OBLIGATIONS, WHETHER FIXED, CONTINGENT OR ABSOLUTE, MATURED OR UNMATURED,
LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNACCRUED, KNOWN OR UNKNOWN, WHENEVER OR
HOWEVER ARISING, INCLUDING ALL COSTS AND EXPENSES RELATING TO THE SATISFACTION
THEREOF, ARISING UNDER APPLICABLE FEDERAL, STATE, COUNTY, LOCAL, PROVINCIAL OR
FOREIGN STATUTE, LAW, ORDINANCE, REGULATION, RULE, CODE, TREATY OR RULE OF
COMMON LAW (COLLECTIVELY, "LAW"), PERMITS, ACTION OR PROCEEDING BEFORE ANY
GOVERNMENTAL AUTHORITY, ORDER OR CONSENT DECREE OR ANY AWARD OF ANY ARBITRATOR
OF ANY KIND RELATING TO ANY SELLER EMPLOYEE PLAN, EMPLOYMENT AGREEMENT OR
OTHERWISE TO AN EMPLOYEE WHILE EMPLOYED BY SELLER GROUP.
(D)
NOTWITHSTANDING THE FOREGOING, THE ASSETS
IDENTIFIED ON SCHEDULE 1.1(D) ARE EXPRESSLY EXCLUDED FROM THE ASSETS AND SHALL
BE RETAINED BY THE SELLER GROUP.
SECTION 1.2
PURCHASE PRICE
Subject to the terms and conditions of this Agreement, in reliance on the Seller
Group's representations, warranties and agreements