SELLER HAS ANY
CURRENT OR POTENTIAL LIABILITY OR OBLIGATION.
(I)
ANY LIABILITY OR OBLIGATION (CONTINGENT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY ENVIRONMENTAL AND SAFETY REQUIREMENTS, EXCEPT TO THE EXTENT
BASED ON CONDITIONS RESULTING FROM BUYER'S OPERATION OF THE BUSINESSES FOLLOWING
THE CLOSING.
(J)
ANY LIABILITY OR OBLIGATION ARISING OUT OF ANY VIOLATION BY GACCF OF ANY
LEGAL REQUIREMENT APPLICABLE TO THE OFFER AND SALE OF THE FRANCHISES.
(K)
ANY LIABILITY OR OBLIGATION ARISING OUT OF ANY VIOLATION BY GACCF OF ANY
LEGAL REQUIREMENT APPLICABLE TO THE RELATIONSHIP BETWEEN GACCF AND THE
FRANCHISEES UNDER THE FRANCHISE AGREEMENTS.
(L)
ANY LIABILITY OR OBLIGATION ARISING OUT OF ANY VIOLATION BY EITHER SELLER
OR ITS AFFILIATES OF ANY LEGAL REQUIREMENT APPLICABLE TO THE RELATIONSHIP
BETWEEN SUCH SELLER AND ANY VENDORS WHO PROVIDE GOODS OR SERVICES TO THE
FRANCHISEES.
(M)
ANY LIABILITY OR OBLIGATION ARISING OUT OF ANY INFRINGEMENT OR OTHER
UNLAWFUL USE BY EITHER SELLER OR ANY PERSON ACTING UNDER A SELLER'S DIRECTION OR
CONTROL OF ANY INTELLECTUAL PROPERTY RIGHTS OWNED OR HELD BY ANY PERSON.
(N)
ANY LIABILITY OR OBLIGATION OF EITHER SELLER ARISING OUT OF ANY
LITIGATION, PROCEEDING, OR CLAIM BY ANY PERSON RELATING TO THE BUSINESSES AS
CONDUCTED PRIOR TO THE CLOSING DATE, WHETHER OR NOT SUCH LITIGATION, PROCEEDING,
OR CLAIM IS PENDING, THREATENED, OR ASSERTED BEFORE, ON, OR AFTER THE CLOSING
DATE OR HAS BEEN DISCLOSED BY EITHER SELLER TO BUYER.
(O)
ALL OBLIGATIONS TO MAKE PAYMENTS TO THE VENDOR UNDER THE FILTER CONTRACT.
ARTICLE III
PURCHASE PRICE; PAYMENT; ASSUMPTION OF OBLIGATIONS
3.1
The Closing.
The closing of the transactions contemplated hereby (the
"Closing") will take place at a location, date and time mutually agreed upon by
the parties.
The effective time of the Closing shall be deemed to be 12:01AM on
the Closing Date.
3.2
PURCHASE PRICE.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN RELIANCE ON THE
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLERS CONTAINED
HEREIN, AND IN
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PAYMENT AND CONSIDERATION FOR THE SALE, CONVEYANCE, ASSIGNMENT, TRANSFER AND
DELIVERY OF THE PURCHASED ASSETS BY THE SELLERS TO BUYER, BUYER OR PARENT SHALL
PAY THE INITIAL PURCHASE PRICE AS HEREINAFTER PROVIDED.
ANNEX A HAS BEEN
PREPARED IN GOOD FAITH BY MFFB MANAGEMENT; PROVIDED, HOWEVER, THAT BUYER'S
BELIEF THAT ANNEX A IS REASONABLE WHEN GIVEN (AND BUYER'S PAYMENT OF THE INITIAL
PURCHASE PRICE) SHALL NOT FORECLOSE, PREVENT, LIMIT OR PRECLUDE ANY RIGHTS OR
REMEDY OF BUYER SET FORTH HEREIN.
(B)
ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE CLOSING DATE, THE SELLERS SHALL
PREPARE AND DELIVER TO BUYER A STATEMENT (THE "CLOSING STATEMENT") SETTING FORTH
THE AUDITED REVENUES AND EXPENSES RELATED TO THE GAC FRANCHISE BUSINESS AND
AUDITED REVENUES AND EXPENSES RELATED TO THE GAC MANUFACTURING BUSINESS FOR THE
TTM PERIOD, IN EACH CASE REFLECTED IN THE SELLERS' AUDITED FINANCIAL STATEMENTS
(THE "ACTUAL FINANCIALS"), TOGETHER WITH A LETTER FROM THE CHIEF ACCOUNTING
OFFICER OF MFFB CERTIFYING THAT THE AMOUNTS SET FORTH IN THE CLOSING STATEMENT
ARE ACCURATE.
THE ACTUAL FINANCIALS, AS