AND PLURAL FORMS OF THE
TERMS DEFINED.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE,"
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "BUT NOT
LIMITED TO."
ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND
SCHEDULES SHALL BE DEEMED REFERENCES TO ARTICLES AND SECTIONS OF, AND EXHIBITS
AND SCHEDULES TO, THIS AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
ALL EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT SHALL BE DEEMED
INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.
WORDS SUCH AS
"HEREIN," "HEREOF," "HERETO," "HEREBY" AND "HEREUNDER" REFER TO THIS AGREEMENT
AND TO THE SCHEDULES AND EXHIBITS, TAKEN AS A WHOLE.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN:
(A) ANY REFERENCE IN THIS AGREEMENT TO ANY AGREEMENT
SHALL MEAN SUCH AGREEMENT AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME; (B) ANY REFERENCE IN THIS AGREEMENT TO ANY LAW SHALL
INCLUDE CORRESPONDING PROVISIONS OF ANY SUCCESSOR LAW AND ANY REGULATIONS AND
RULES PROMULGATED PURSUANT TO SUCH LAW OR SUCH SUCCESSOR LAW; AND (C) ALL TERMS
OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP,
AS IN EFFECT FROM TIME TO TIME.
NEITHER THE CAPTIONS TO SECTIONS OR
SUBDIVISIONS THEREOF NOR THE TABLE OF CONTENTS SHALL BE DEEMED TO BE A PART OF
THIS AGREEMENT.
ARTICLE II
PURCHASE AND SALE OF PURCHASED ASSETS
2.1
PURCHASED ASSETS.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND IN RELIANCE UPON THE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS OF THE PARTIES CONTAINED HEREIN, AT THE
CLOSING, SELLER SHALL SELL, CONVEY, TRANSFER, ASSIGN AND DELIVER TO PURCHASER,
AND PURCHASER SHALL PURCHASE AND ACQUIRE FROM SELLER, FREE AND CLEAR OF ALL
LIENS OTHER THAN PERMITTED LIENS (EXCEPT WITH RESPECT TO THE REAL PROPERTY,
SUBJECT ONLY TO PERMITTED EXCEPTIONS), ALL OF SELLER'S RIGHT, TITLE AND INTEREST
IN AND TO THE FOLLOWING ASSETS, PROPERTIES, RIGHTS AND INTERESTS OF SELLER AS OF
THE DATE HEREOF AND THOSE ACQUIRED AFTER THE DATE HEREOF AND ON OR BEFORE THE
CLOSING DATE, EXCEPT FOR THOSE ASSETS, PROPERTIES, RIGHTS AND INTERESTS THAT ARE
SET FORTH IN SECTION 2.2 AS BEING EXCLUDED ASSETS (COLLECTIVELY, THE "PURCHASED
ASSETS"):
(A)
ALL THE REAL PROPERTY AND INTERESTS IN REAL
PROPERTY DESCRIBED ON SCHEDULE 2.1(A)(I) AND SUCH AS ARE REQUIRED TO MAKE THE
STATEMENT IN THE SECOND SENTENCE OF SECTION 3.8(A) TRUE, TOGETHER WITH ALL
BUILDINGS, FIXTURES, FACILITIES AND OTHER IMPROVEMENTS LOCATED ON SUCH REAL
PROPERTY (COLLECTIVELY, THE "REAL PROPERTY"), AND THE LEASEHOLD ESTATES,
INCLUDING ANY SECURITY DEPOSITS RELATING THERETO, DESCRIBED ON
SCHEDULE 2.1(A)(II) AND SUCH AS ARE REQUIRED TO MAKE THE STATEMENT IN THE FIRST
SENTENCE OF SECTION 3.8(B) TRUE, UNDER WHICH SELLER IS A LESSEE (COLLECTIVELY,
THE "REAL PROPERTY LEASES");
9
(B)
ALL THE MACHINERY, EQUIPMENT, TOOLS,
FURNITURE, COMPUTER HARDWARE, MATERIALS, LEASEHOLD IMPROVEMENTS, COMPUTING AND
TELECOMMUNICATIONS EQUIPMENT AND OTHER ITEMS OF TANGIBLE PERSONAL PROPERTY OWNED
BY THE SELLER OR (TO THE EXTENT ASSIGNABLE) LEASED BY SELLER OR BY AFFILIATES OF
SELLER AND USED IN