OR OBLIGATIONS OF SELLER, WHETHER KNOWN
OR UNKNOWN, FIXED OR CONTINGENT, CERTAIN OR UNCERTAIN, AND REGARDLESS OF WHEN
SUCH LIABILITIES OR OBLIGATIONS MAY ARISE OR MAY HAVE ARISEN OR WHEN THEY ARE OR
WERE ASSERTED (THE "RETAINED LIABILITIES"), AND SELLER SHALL REMAIN RESPONSIBLE
FOR ALL RETAINED LIABILITIES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, ANY AND
ALL OF THE FOLLOWING OBLIGATIONS OR LIABILITIES OF SELLER:
(A)
ANY COMPENSATION OR BENEFITS PAYABLE TO PRESENT OR PAST EMPLOYEES
OF SELLER ARISING IN CONNECTION WITH THEIR EMPLOYMENT BY SELLER, INCLUDING
WITHOUT LIMITATION, ANY LIABILITIES ARISING UNDER THE EMPLOYMENT STANDARDS ACT
(ONTARIO), ANY EMPLOYEE PENSION OR PROFIT SHARING PLAN OR OTHER EMPLOYEE BENEFIT
PLAN AND ANY OF SELLER'S OBLIGATIONS FOR VACATION, HOLIDAY OR SICK PAY, ANY
OBLIGATIONS UNDER ANY EMPLOYMENT, CONSULTING OR NON-COMPETITION AGREEMENT TO
WHICH SELLER IS A PARTY, WHETHER WRITTEN OR ORAL, AND ANY LIABILITIES OR
OBLIGATIONS ARISING OUT OF THE TERMINATION BY SELLER OF ANY OF ITS EMPLOYEES IN
ANTICIPATION OR AS A CONSEQUENCE OF, OR FOLLOWING, CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY;
(B)
ALL FEDERAL, PROVINCIAL, LOCAL, FOREIGN OR OTHER TAXES (I) THAT
HAVE ARISEN PRIOR TO THE CLOSING DATE OR MAY ARISE THEREAFTER OUT OF BUSINESS OR
OTHER OPERATIONS CONDUCTED BY SELLER EITHER PRIOR TO OR AFTER THE CLOSING DATE,
OR (II) FOR WHICH SELLER IS OR, AT ANY TIME HEREAFTER, MAY BECOME LIABLE;
PROVIDED, HOWEVER, THAT THE RETAINED LIABILITIES SHALL NOT INCLUDE ANY TAXES
ARISING OUT OF THE CONDUCT BY BUYER, ON OR AFTER THE CLOSING DATE, OF THE
BUSINESS, OR THE OWNERSHIP, ON OR AFTER THE CLOSING DATE, OF THE PURCHASED
ASSETS;
(C)
ALL ENCUMBRANCES EXCEPT FOR THE PERMITTED ENCUMBRANCES ON ANY OF
THE PURCHASED ASSETS AND ALL OBLIGATIONS AND LIABILITIES SECURED THEREBY THAT
ARE NOT ASSUMED OBLIGATIONS;
(D)
ALL ACCOUNTS OR NOTES PAYABLE OBLIGATIONS FOR BORROWED MONEY, ALL
PURCHASE MONEY OBLIGATIONS AND ANY OTHER INDEBTEDNESS OR PAYMENT OBLIGATIONS OF
SELLER, OTHER THAN THOSE SPECIFICALLY IDENTIFIED ON SCHEDULE 1.3; AND
(E)
ANY CLAIMS, DEMANDS, ACTIONS, SUITS OR LEGAL PROCEEDINGS THAT HAVE
BEEN ASSERTED OR THREATENED PRIOR TO THE CLOSING DATE AGAINST SELLER, THE
BUSINESS OR THE PURCHASED ASSETS OR WHICH MAY BE ASSERTED OR THREATENED
HEREAFTER AGAINST THE PURCHASED ASSETS, THE BUSINESS OR BUYER THAT ARISE IN ANY
WAY FROM OR IN CONNECTION WITH SELLER'S OPERATION OF THE BUSINESS PRIOR TO THE
CLOSING DATE.
ARTICLE II
CONSIDERATION FOR PURCHASED ASSETS
2.1
PURCHASE PRICE.
AS CONSIDERATION FOR (I) THE SALE TO BUYER OF THE
PURCHASED ASSETS, AND (II) THE ASSUMPTION OF THE ASSUMED LIABILITIES, BUYER
SHALL PAY SELLER THE "CLOSING CONSIDERATION" SET FORTH IN SECTION 2.2 BELOW AND
THE "EBITDA EARN-OUT CONSIDERATION" SET FORTH IN SECTION 2.3 BELOW
(COLLECTIVELY, THE "PURCHASE PRICE").
2.2
CLOSING CONSIDERATION.
ON THE CLOSING DATE, BUYER SHALL PAY TO
SELLER EACH OF THE FOLLOWING:
(A)
A CASH PAYMENT OF ONE MILLION TWO HUNDRED THOUSAND DOLLARS
($1,200,000), WHICH SHALL BE ADJUSTED IN ACCORDANCE WITH SECTION 2.7 AND REDUCED
BY THE AMOUNT USED BY BUYER TO PAY OFF THE SECURED OBLIGATIONS (AS DEFINED
BELOW) AS SET FORTH