TO USE ANY
SERVICE MARKS, SERVICE NAMES, TRADEMARKS, TRADE NAMES, DOMAIN NAMES, LOGOS OR
BRAND NAMES, AND RELATED GOODWILL, OF PARENT OR ANY OTHER PERSON LISTED ON
SCHEDULE 1.1(A) (INCLUDING ANY DERIVATIVES THEREOF), OR TO USE BLUEPRINTS,
DRAWINGS, DESIGNS, MANUALS, DOCUMENTATION OR OTHER INTELLECTUAL PROPERTY RIGHTS
ATTRIBUTABLE TO OR WHICH ARE USED SOLELY IN SELLER'S MANUFACTURING OF PRODUCTS
FOR PARENT OR ANY OTHER PERSON LISTED ON SCHEDULE 1.1(A) AND (II) IN ANY
TANGIBLE PERSONAL PROPERTY (INCLUDING MOLDS, TOOLING AND OTHER EQUIPMENT) WHICH
ARE USED OR USABLE SOLELY IN SELLER'S MANUFACTURING OF PRODUCTS FOR PARENT OR
ANY OTHER PERSON LISTED ON SCHEDULE 1.1(A), IN EACH CASE TO THE EXTENT LISTED ON
SCHEDULE 2.2(D);
(E)
ALL INSURANCE POLICIES, FIDELITY OR SURETY
BONDS OR FIDUCIARY LIABILITY POLICIES COVERING THE PURCHASED ASSETS, THE
BUSINESS OR THE OPERATIONS, EMPLOYEES, OFFICERS OR DIRECTORS OF SELLER AND ALL
RIGHTS OF SELLER OF EVERY NATURE AND DESCRIPTION UNDER OR ARISING OUT OF SUCH
POLICIES AND BONDS;
(F)
ORIGINALS OF ALL PERSONNEL RECORDS AND
OTHER RECORDS THAT SELLER IS REQUIRED BY LAW TO RETAIN IN ITS POSSESSION;
(G)
THE ASSETS LISTED ON SCHEDULE 2.2(G),
INCLUDING THE CONTRACTS, LEASES, LICENSES, PERMITS, PLANS, PURCHASE ORDERS,
COMMITMENTS AND OTHER BINDING ARRANGEMENTS OF SELLER, INCLUDING THOSE BETWEEN
SELLER AND ITS AFFILIATES, LISTED ON SCHEDULE 2.2(G) (THE "EXCLUDED CONTRACTS");
(H)
ANY ASSETS, PROPERTIES, RIGHTS OR INTERESTS
OF SELLER WHICH HAVE BEEN TRANSFERRED OR DISPOSED OF IN THE ORDINARY COURSE OF
THE BUSINESS PRIOR TO THE CLOSING DATE TO THE EXTENT PERMITTED BY SECTION 5.1;
(I)
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 2.5(C), CLAIMS FOR REFUNDS OF TAXES PAID BY SELLER;
(J)
ALL SHARES OF CAPITAL STOCK OR OTHER
OWNERSHIP INTERESTS HELD BY SELLER IN ANY SUBSIDIARY SET FORTH ON SCHEDULE 3.1;
AND
(K)
ALL RIGHTS OF SELLER UNDER THIS AGREEMENT,
INCLUDING SELLER'S RIGHTS IN THE CONSIDERATION PAID TO SELLER PURSUANT TO THIS
AGREEMENT.
2.3
Assumed Liabilities.
Upon the terms and
subject to the conditions of this Agreement, Purchaser shall assume on the
Closing Date, upon the consummation of the Closing,
12
and shall pay, perform and discharge when due, the following obligations and
liabilities arising on or after the Closing Date (the "Assumed Liabilities"):
(A)
ALL OBLIGATIONS OF SELLER UNDER THE
ASSIGNED CONTRACTS, INCLUDING THE LEASE RELATING TO THE LEASED MANUFACTURING
FACILITY, OTHER THAN (I) LIABILITIES OR OBLIGATIONS ARISING FROM ANY PRE-CLOSING
BREACH OR DEFAULT BY SELLER OF OR UNDER ANY ASSIGNED CONTRACT AND (II)
LIABILITIES FOR CAPITAL EXPENDITURES NOT YET PAID THAT ARE INCLUDED IN THE
CALCULATION OF THE CAPITAL EXPENDITURES ADJUSTMENT; AND
(B)
ACCOUNTS PAYABLE AS SET FORTH IN THE CLOSING
BALANCE SHEET AS OF THE CLOSING DATE.
2.4
Retained Liabilities.
Purchaser shall not
assume, and Seller shall pay, perform and discharge when due and remain liable
for any and all liabilities of Seller (including any liability of Seller under
this Agreement) and any liabilities that otherwise encumber the Business or the
Purchased Assets, in each case other than the Assumed Liabilities (collectively,
the "Retained Liabilities").
2.5
Purchase Price; Payment of