FACTS OR CIRCUMSTANCES WHICH OCCURRED ON OR PRIOR TO THE EFFECTIVE DATE;
(8)
ANY LIABILITY OF SELLER OR ITS AFFILIATES TO THE FORMER OWNER(S)
OF THE BUSINESS FOR ROYALTY PAYMENTS, DEFERRED PURCHASE PRICE OR OTHER
OBLIGATION INCLUDING, WITHOUT LIMITATION, ALL LIABILITIES UNDER THE AGREEMENT
BETWEEN SELLER AND THE FORMER OWNER OF THE BUSINESS IDENTIFIED IN SCHEDULE
3.4(B)(8);
(9)
THE OBLIGATIONS OF SELLER, PARENT OR THEIR AFFILIATE(S) ON ANY
GUARANTY OF THE FACILITIES LEASES;
(10)
ANY DEBTS, LIABILITIES OR OBLIGATIONS INCURRED BY SELLER, OR
ACTIONS, CLAIMS OR LAWSUITS ASSERTED AGAINST EITHER BUYER OR SELLER WHICH RELATE
TO THE OPERATION OF THE BUSINESS PRIOR TO THE EFFECTIVE DATE, EXCEPT FOR (Y) THE
ASSUMED LIABILITIES, AND/OR (Z) THE TRAINING OBLIGATIONS;
14
(11)
ANY LIABILITIES OR OBLIGATIONS WHICH ARISE FROM OR RELATE TO ANY
RETAINED ASSET;
(12)
ANY LIABILITIES AND OBLIGATIONS RELATING TO THE OPERATION PRIOR TO
CLOSING OF THE LEASED PREMISES OR THE BUSINESS OR ANY OTHER REAL PROPERTY,
BUILDINGS, IMPROVEMENTS OR OTHER PREMISES UTILIZED BY SELLER OR ITS AFFILIATES,
INCLUDING LIABILITIES ARISING FROM ANY ENVIRONMENTAL LAWS;
(13)
ANY LIABILITIES AND OBLIGATIONS OF SELLER TO ANY OF ITS AFFILIATES
OR TO ANY OF SELLER'S OR ITS AFFILIATES' PAST OR PRESENT DIRECTORS, OFFICERS OR
STOCKHOLDERS; AND
(14)
EXCEPT FOR THE ASSUMED LIABILITIES, ALL OTHER LIABILITIES AND
OBLIGATIONS OF SELLER OR RELATED TO THE OPERATION OF THE BUSINESS PRIOR TO
CLOSING.
SECTION 4
CLOSING
4.1
CLOSING.
THE CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR IN
THIS AGREEMENT (THE "CLOSING") HAS BEEN HELD ON, AND SHALL BE EFFECTIVE AS OF
THE CLOSE OF BUSINESS ON,
THE EFFECTIVE DATE.
4.2
ACTS OF SELLER AND PARENT.
AT THE CLOSING, SELLER AND PARENT HAVE
TAKEN SUCH ACTIONS AND EXECUTED AND DELIVERED, OR CAUSED TO BE EXECUTED AND
DELIVERED, TO BUYER SUCH CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS ARE
REQUIRED BY THIS AGREEMENT OR AS ARE REQUIRED TO GIVE FULL EFFECT TO THE
TRANSACTIONS PROVIDED FOR HEREIN.
SUCH ACTIONS AND MATERIALS INCLUDE, BUT ARE
NOT LIMITED TO, THE FOLLOWING:
(A)
CONVEYANCE DOCUMENTATION.
SELLER HAS EXECUTED AND DELIVERED TO
BUYER OR SHALL EXECUTE AND DELIVER TO BUYER (WITH SUCH ACKNOWLEDGMENTS REQUIRED
BY THE CIRCUMSTANCES) DOCUMENTS OF CONVEYANCE WHICH ARE REQUIRED TO CONVEY TO
BUYER THE PURCHASED ASSETS FREE AND CLEAR OF ALL RESTRICTIONS OR CONDITIONS TO
SALE, CONVEYANCE OR TRANSFER AND FREE AND CLEAR OF ALL LIENS, MORTGAGES,
PLEDGES, ENCUMBRANCES, CHARGES, CLAIMS, SECURITY INTERESTS, TAXES, CONDITIONS OR
RESTRICTIONS OF ANY NATURE OR DESCRIPTION WHATSOEVER, WHETHER SECURED OR
UNSECURED, CHOATE OR INCHOATE, FIXED OR CONTINGENT, SCHEDULED OR UNSCHEDULED,
NOTICED OR UNNOTICED, RECORDED OR UNRECORDED, KNOWN OR UNKNOWN ("LIENS") (OTHER
THAN THOSE SPECIFICALLY IDENTIFIED ON SCHEDULE 4.2(A) HERETO, THE "PERMITTED
LIENS") AND CONSISTENT WITH THE OTHER REQUIREMENTS OF THIS AGREEMENT.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS ARE BEING
SOLD "AS IS, WHERE IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DOCUMENTS OF CONVEYANCE
SHALL INCLUDE THE FOLLOWING:
(1)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT AND ASSUMPTION
AGREEMENT") IN FORM AND CONTENT