ON THE CLOSING DATE TRANSFEREE SHALL ASSUME THE ASSUMED
LIABILITIES AND TRANSFEREE'S ALLOCATED PORTION OF THE SHARED LIABILITIES.
2.7
AS-IS, WHERE-IS, NO WARRANTY.
ACQUIRED
ASSETS ACQUIRED BY TRANSFEREE PURSUANT TO THIS AGREEMENT ARE BEING TRANSFERRED
TO AND ACCEPTED BY TRANSFEREE ON AN "AS-IS, WHERE-IS" BASIS AND WITHOUT ANY
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED EXCEPT FOR THOSE EXPRESS
WARRANTIES IN ARTICLE 4.1, AND SPECIFICALLY DISCLAIMING ANY WARRANTY OF FITNESS
FOR ANY PARTICULAR PURPOSES OR ANY WARRANTY OF MERCHANTABILITY.
2.8
CAPITAL CONTRIBUTION.
THE ACQUIRED ASSETS
ARE BEING CONTRIBUTED TO THE TRANSFEREE AS A CAPITAL CONTRIBUTION BY DOE RUN AS
ADDITIONAL PAID-IN CAPITAL.
NO ADDITIONAL MEMBERSHIPS OR OWNERSHIP INTERESTS
WILL BE ISSUED TO DOE RUN FOR SUCH CONTRIBUTION.
ARTICLE 3
THE CLOSING
3.1
TIME AND PLACE.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, THE CLOSING OF THE TRANSFER OF
THE ACQUIRED ASSETS AND THE ASSUMPTION OF THE
10
ASSUMED LIABILITIES (THE "CLOSING") WILL TAKE PLACE AT THE OFFICES OF DOE RUN AS
SOON AS PRACTICAL AFTER APPROVAL BY THE RELEVANT GOVERNMENTAL ENTITY OF THE
TRANSFER OF THE RCRA PERMIT DESCRIBED IN EXHIBIT E, BUT NO LATER THAN ONE
HUNDRED TWENTY (120) DAYS AFTER THE DATE OF THIS AGREEMENT (THE "CLOSING
DATE").
PROVIDED, HOWEVER, THAT THE CLOSING SHALL NOT BE DELAYED IF THE
REMAINDER OF THE GOVERNMENTAL PERMITS (OTHER THAN THE AFOREMENTIONED RCRA
PERMIT) HAVE NOT BEEN FULLY TRANSFERRED, BUT DOE RUN SHALL CONTINUE TO OPERATE
UNDER THE SAME UNTIL SUCH TRANSFER HAS BEEN MADE AND THE SAME SHALL BE FULLY
TRANSFERRED TO THE TRANSFEREE AS SOON AS THE APPLICATION FOR TRANSFERS OF THE
SAME ARE APPROVED BY THE RELEVANT GOVERNMENTAL ENTITY.
3.2
DOE RUN'S DELIVERIES.
AT THE CLOSING, DOE RUN WILL DELIVER TO
TRANSFEREE THE FOLLOWING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
TRANSFEREE AND ITS COUNSEL:
(A)
A QUIT CLAIM DEED IN THE FORM OF EXHIBIT B, CONVEYING THE OWNED
REAL PROPERTY TO THE TRANSFEREE;
(B)
AN ASSIGNMENT AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT H
("ASSIGNMENT AGREEMENT") ASSIGNING TO TRANSFEREE ALL INCLUDED CONTRACTS AND
GOVERNMENTAL PERMITS INCLUDED WITHIN THE ACQUIRED ASSETS (TOGETHER WITH ANY
NECESSARY CONSENTS EXCEPT IN THE CASE OF THOSE INCLUDED CONTRACTS AND
GOVERNMENTAL PERMITS FOR WHICH CONSENT HAS NOT BEEN OBTAINED TO TRANSFER AS OF
THE CLOSING DATE AND AS DESCRIBED IN AND SUBJECT TO THE PROVISIONS OF
SECTIONS 7.1 AND 7.2);
(C)
A LICENSE OF INTELLECTUAL PROPERTY IN THE FORM ATTACHED HERETO AS
EXHIBIT F LICENSING TO TRANSFEREE THE INTELLECTUAL PROPERTY RIGHTS OF DOE RUN
NECESSARY TO OPERATE THE BUICK FACILITY AND TO CONDUCT THE BUICK BUSINESS;
(D)
A BILL OF SALE IN THE FORM ATTACHED HERETO AS EXHIBIT I
TRANSFERRING AND ASSIGNING TO TRANSFEREE ALL OF DOE RUN'S RIGHT, TITLE AND
INTEREST IN ALL OTHER PERSONAL PROPERTY INCLUDED IN THE ACQUIRED ASSETS NOT
DESCRIBED IN SECTION 3.2(A)-(C) ABOVE;
(E)
THE FACILITIES OPERATING AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT J;
(F)
THE ASSIGNMENT AND ASSUMPTION AGREEMENT, IN THE FORM ATTACHED
HERETO AS EXHIBIT K, BY WHICH