AFFECT THE RIGHTS OF BUYER OR SELLER THEREUNDER.
WITHIN A COMMERCIALLY
REASONABLE TIME AFTER CLOSING,
6
SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE CONSENT OF
ANY SUCH THIRD PARTY TO THE TRANSFER, SUBLEASE OR ASSIGNMENT TO BUYER OF OTHER
CUSTOMER CONTRACTS THAT RELATE SOLELY TO THE SALE OF WET TANTALUM CAPACITORS IN
CASES IN WHICH SUCH CONSENT IS REQUIRED FOR SUCH TRANSFER, SUBLEASE OR
ASSIGNMENT.
IF ANY SUCH CONSENT IS NOT OBTAINED, SELLER SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH BUYER IN REASONABLE AND LAWFUL
ARRANGEMENTS DESIGNED TO PROVIDE BUYER THE BENEFITS THEREUNDER AND PROVIDE FOR
BUYER TO PERFORM THE OBLIGATIONS THEREUNDER, INCLUDING (A) ADHERENCE TO
REASONABLE PROCEDURES ESTABLISHED BY BUYER FOR THE IMMEDIATE TRANSFER TO BUYER
OF ANY PAYMENTS OR OTHER FUNDS RECEIVED BY SELLER THEREUNDER (OTHER THAN THE
RECEIVABLES) AND (B) ENFORCEMENT FOR THE BENEFIT OF BUYER, AT BUYER'S EXPENSE,
OF ANY AND ALL RIGHTS OF SELLER THEREUNDER AGAINST THE OTHER PARTY OR PARTIES
THERETO ARISING OUT OF THE BREACH OR CANCELLATION THEREOF BY SUCH OTHER PARTY OR
PARTIES OR OTHERWISE AND PERFORMANCE BY BUYER, AT BUYER'S EXPENSE, ON BEHALF OF
SELLER OF THE OBLIGATIONS THEREUNDER.
FOR THE AVOIDANCE OF DOUBT, BUYER AGREES
TO ASSUME ALL OBLIGATIONS AND LIABILITIES OF SELLER WITH RESPECT TO THE BUSINESS
AND THE SALE OF WET TANTALUM CAPACITORS ARISING UNDER OTHER CUSTOMER CONTRACTS
THAT ARE NOT ASSIGNED TO BUYER BUT ONLY IF AND TO THE EXTENT THAT BUYER IS
ENTITLED TO RECEIVE THE CORRESPONDING AMOUNTS DUE TO BUYER WITH RESPECT TO WET
TANTALUM CAPACITORS SOLD PURSUANT TO SUCH OTHER CUSTOMER CONTRACTS.
CONSISTENT
WITH THE FOREGOING, BUYER AGREES TO ASSUME SELLER'S WARRANTY OBLIGATIONS
CONCERNING ALL PRODUCTS SHIPPED ON OR AFTER THE CLOSING DATE FOR WHICH SELLER
ISSUES INVOICES TO THE CUSTOMER PURSUANT TO OTHER CUSTOMER CONTRACTS THAT ARE
NOT ASSIGNED TO BUYER.
(D)
TO THE EXTENT ASSIGNABLE, SELLER HEREBY
ASSIGNS TO BUYER SO MUCH OF THE RIGHTS OF SELLER UNDER OR PURSUANT TO ALL
WARRANTIES, REPRESENTATIONS AND GUARANTEES MADE BY SUPPLIERS, MANUFACTURERS AND
CONTRACTORS RELATING DIRECTLY TO PRODUCTS SOLD OR SERVICES PROVIDED IN
CONNECTION WITH THE BUSINESS OR AFFECTING THE PROPERTY, MACHINERY OR EQUIPMENT
USED BY SELLER IN THE BUSINESS, TO THE EXTENT THAT SUCH RIGHTS RELATED TO
TRANSFERRED ASSETS.
SECTION 1.07.
NO OTHER REPRESENTATIONS.
EXCEPT FOR THE
EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE III, BUYER
ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND BUYER HAS NOT RELIED UPON, ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE BUSINESS OR
THE TRANSFERRED ASSETS.
SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE, AND WARRANTIES ARISING FROM CUSTOM AND PRACTICE.
EXCEPT AS
EXPRESSLY PROVIDED IN ARTICLE III, SELLER SELLS, AND BUYER ACCEPTS, THE
TRANSFERRED ASSETS ON AN "AS IS, WHERE IS" BASIS; PROVIDED, HOWEVER, THAT
NOTHING HEREIN SHALL RELIEVE SELLER OF ITS LIABILITY FOR FRAUD OR INTENTIONAL
MISSTATEMENT OR MISREPRESENTATION.
ARTICLE II
CLOSING
SECTION 2.01.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS