ANY LIABILITIES OR
OBLIGATIONS UNDER ANY FEDERAL, STATE OR MUNICIPAL EMPLOYMENT, LABOR OR
EMPLOYMENT DISCRIMINATION LAW, INCLUDING WITHOUT LIMITATION, THE NATIONAL LABOR
RELATIONS ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT
OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, ERISA, THE WORKER
ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT,
THE IMMIGRATION REFORM AND CONTROL ACT OF 1986, THE CALIFORNIA FAIR EMPLOYMENT
AND HOUSING ACT, THE CALIFORNIA FAMILY RIGHTS ACT, AND THE CALIFORNIA LABOR
CODE, AND ALL AMENDMENTS TO EACH SUCH ACT AS WELL AS THE REGULATIONS ISSUED
THEREUNDER (TOGETHER, THE "EMPLOYMENT STATUTES"); AND
(XIII)
ALL OBLIGATIONS AND LIABILITIES, WHETHER ABSOLUTE OR CONTINGENT,
OTHER THAN ASSUMED LIABILITIES.
2.3
Consideration for Purchased Assets.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, THE CONSIDERATION FOR THE PURCHASED ASSETS SHALL BE BUYER'S PAYMENT
TO SELLERS OF THE PURCHASE PRICE AS PROVIDED HEREIN.
(B)
ON THE SECOND BUSINESS DAY PRIOR TO THE CLOSING, SELLERS SHALL
DELIVER TO BUYER (I) THE CLOSING BALANCE SHEET, (II) THE CLOSING ACCOUNTS
RECEIVABLE STATEMENT, TOGETHER WITH AN AGING SCHEDULE INDICATING A RANGE OF DAYS
ELAPSED SINCE INVOICE, (III) A SCHEDULE REFLECTING SELLERS' CALCULATION OF THE
ADJUSTMENT AMOUNT, IF ANY (THE "ADJUSTMENT SCHEDULE"), AND (IV) ALL WORK PAPERS
AND BACK-UP MATERIALS (INCLUDING A SCHEDULE OF INVENTORY) USED IN THE
PREPARATION OF THE CLOSING BALANCE SHEET, THE CLOSING ACCOUNTS RECEIVABLE
STATEMENT AND THE ADJUSTMENT SCHEDULE. FOLLOWING DELIVERY OF SUCH ITEMS, BUYER
SHALL HAVE THE RIGHT TO MAKE REASONABLE INQUIRIES WITH RESPECT THERETO AND,
DURING REGULAR BUSINESS HOURS OR BY OTHER ARRANGEMENT WITH SELLERS, CONDUCT A
PHYSICAL INVENTORY AND INSPECTION OF BUYER'S FINANCIAL RECORDS, ASSETS,
INVENTORY AND FACILITIES FOR THE PURPOSE OF VERIFYING AND VALIDATING THE
INFORMATION SET FORTH IN THE CLOSING BALANCE SHEET, THE CLOSING ACCOUNTS
RECEIVABLE STATEMENT, AND THE ADJUSTMENT SCHEDULE. SELLERS SHALL PROVIDE BUYER
WITH ANSWERS TO SUCH QUERIES AND SUCH ADDITIONAL INFORMATION AS BUYER MAY
REASONABLY REQUEST.
2.4
Allocation of Purchase Price.
No later than 60 days following
the Closing Date, the Buyer will submit to the Sellers its allocation of the
Base Price (plus Assumed Liabilities to the extent properly taken into account
under the Code and the applicable Treasury Regulations) among the Purchased
Assets subject to the approval of the Sellers, which approval shall not be
unreasonably withheld (the "Allocation"). The Allocation will be made in
accordance with Section 1060 of the Code and the Treasury regulations
promulgated thereunder. The Sellers and the Buyer agree to (i) be bound by the
Allocation, (ii) act in accordance with the Allocation in the preparation of
financial statements and filing of all Tax Returns (including, without
limitation, filing Form 8594 with their United States federal income Tax Return
for the taxable year that includes the date of the Closing) and in the course of
any Tax audit, Tax review or Tax
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litigation relating thereto and (iii) take no