SHALL INCLUDE
PURCHASE ORDERS FOR MATERIAL, COMPONENTS AND OTHER SUPPLIES WHICH, BASED ON
FIRM, NON-CANCELABLE CUSTOMER PURCHASE ORDERS OR CUSTOMER FORECASTS, SELLER
REASONABLY BELIEVES WILL BE USED IN PRODUCTS TO BE DELIVERED TO SELLER WITHIN
THE SIX (6) MONTH PERIOD FOLLOWING THE CLOSING DATE AFTER TAKING INTO ACCOUNT
THE INVENTORY SET FORTH ON SCHEDULE 1.1(AA).
(NN)
"PURCHASE PRICE" MEANS AN AMOUNT EQUAL TO THE PRELIMINARY NET ASSET
VALUE (AS ADJUSTED PURSUANT TO SECTION 2.4) (THE "PRELIMINARY NET ASSET VALUE
AMOUNT") PLUS THE PURCHASE PRICE OF THE FACILITY (THE "FACILITY PURCHASE PRICE")
OF $9.5 MILLION.
6
(OO)
"REPRESENTATIVES" MEANS, WITH RESPECT TO A PERSON, THAT PERSON'S
OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, COUNSEL, INVESTMENT BANKERS,
FINANCIAL ADVISORS, AGENTS AND OTHER REPRESENTATIVES.
(PP)
"SELLER'S RETAINED ENVIRONMENTAL LIABILITIES" MEANS ANY LIABILITY,
OBLIGATION, JUDGMENT, PENALTY, FINE, COST OR EXPENSE, (INCLUDING REASONABLE
ATTORNEYS' FEES AND ENVIRONMENTAL CONSULTANT COSTS) OF ANY KIND OR NATURE, OR
THE DUTY TO INDEMNIFY, DEFEND OR REIMBURSE ANY PERSON (AN "ENVIRONMENTAL
LIABILITY") WITH RESPECT TO: (I) THE PRESENCE ON OR BEFORE THE CLOSING DATE OF
ANY HAZARDOUS MATERIAL IN THE SOIL, GROUNDWATER, SURFACE WATER, AIR OR BUILDING
MATERIALS OF ANY BUSINESS FACILITY (OTHER THAN ANY HAZARDOUS MATERIAL IN
INVENTORY FIXED ASSET AND EXPENSES ITEMS), OR KNOWN BY SELLER TO BE MIGRATING TO
ANY BUSINESS FACILITY AS OF THE CLOSING DATE ("PRE-EXISTING CONTAMINATION");
(II) THE MIGRATION AT ANY TIME PRIOR TO OR AFTER THE CLOSING DATE OF
PRE-EXISTING CONTAMINATION TO ANY OTHER REAL PROPERTY, OR THE SOIL, GROUNDWATER,
SURFACE WATER, AIR OR BUILDING MATERIALS THEREOF; (III) THE EXPOSURE OF ANY
PERSON TO PRE-EXISTING CONTAMINATION OR TO HAZARDOUS MATERIALS IN THE COURSE OF
OR AS A CONSEQUENCE OF ANY ACTIVITIES OF THE OPERATION OF THE PRINTED CIRCUIT
BOARD ASSEMBLY MANUFACTURING AND STORAGE SYSTEM MANUFACTURING BUSINESS CONDUCTED
BY SELLER IN SINGAPORE PRIOR TO THE CLOSING, WITHOUT REGARD TO WHETHER ANY
HEALTH EFFECT OF THE EXPOSURE HAS BEEN MANIFESTED AS OF THE CLOSING DATE;
(IV) THE VIOLATION OF ANY ENVIRONMENTAL LAWS BY THE SELLER OR ITS AGENTS,
EMPLOYEES, PREDECESSORS IN INTEREST, CONTRACTORS, INVITEES OR LICENSEES PRIOR TO
THE CLOSING DATE OR IN CONNECTION WITH THE OPERATION OF THE BUSINESS PRIOR TO
THE CLOSING DATE; (V) ANY ACTIONS OR PROCEEDINGS BROUGHT OR THREATENED BY ANY
THIRD PARTY WITH RESPECT TO ANY OF THE FOREGOING THAT THEY EXISTED AS OF THE
CLOSING DATE AND (VI)
SECTION 1.1(PP)(IV) TO THE EXTENT IT CONTINUES DURING THE
SIX (6) MONTH PERIOD FOLLOWING THE CLOSING DATE; PROVIDED, HOWEVER, THAT TO THE
EXTENT BUYER BECOMES AWARE OF ANY OF THE FOREGOING DURING THE SIX (6) MONTH
PERIOD FOLLOWING THE CLOSING DATE AND SUCH LIABILITY ARISES FROM BUYER'S
CONTINUED OPERATION OF THE BUSINESS, BUYER SHALL PROMPTLY NOTIFY AND CONFER WITH
SELLER AND SHALL TAKE REASONABLE STEPS TO MITIGATE AND IF APPROPRIATE REMEDIATE
SUCH NONCOMPLIANCE PROVIDED THAT SELLER SHALL REIMBURSE BUYER FOR REASONABLE
COSTS INCURRED THEREFORE.
FOR THE AVOIDANCE OF DOUBT, SUCH REMEDIATION COSTS
SHALL BE INCLUDED IN SELLER'S RETAINED ENVIRONMENTAL LIABILITIES.
THE FOREGOING
NOTWITHSTANDING, AN ENVIRONMENTAL LIABILITY SHALL NOT BE CONSIDERED A SELLER'S
RETAINED