SECTION 1.01(A)(VII);
(XIII)
ANY SECURITY DEPOSITS;
(XIV)
THOSE FIXED ASSETS, MACHINERY AND EQUIPMENT
PURCHASED BY SELLER FROM BLUE SKYE (LUX) S.À.R.L., PREVIOUSLY USED BY SELLER OR
ITS PREDECESSOR IN THE MANUFACTURE OF WET TANTALUM CAPACITORS AT ITS TOWCESTER,
ENGLAND FACILITY, BUT REDEPLOYED BY SELLER IN THE MANUFACTURING OF OTHER
PRODUCTS (OTHER THAN WET TANTALUM CAPACITORS) AT THE FACILITIES OF SELLER'S
WHOLLY-OWNED MEXICAN SUBSIDIARY, LISTED ON SCHEDULE 1.01(B)(XIV); AND
3
(XV)
ANY AND ALL PROPERTY, BUSINESS AND ASSETS OF
EVERY KIND, NATURE AND DESCRIPTION, WHEREVER LOCATED AND WHETHER REAL, PERSONAL
OR MIXED, TANGIBLE OR INTANGIBLE, THAT (A) IS NOT USED IN THE BUSINESS OR
(B) THAT IS NOT OTHERWISE DEFINED AS A "TRANSFERRED ASSET".
(C)
SIMULTANEOUSLY HEREWITH AND PARTIALLY IN
CONSIDERATION FOR THE PURCHASE PRICE, BUYER AND SELLER ARE ENTERING INTO A
SEPARATE TRADEMARK LICENSE AGREEMENT GOVERNING THE USE OF CERTAIN OF SELLER'S
TRADEMARKS IN THE FORM ATTACHED AS EXHIBIT B HERETO (THE "TRADEMARK LICENSE
AGREEMENT").
SECTION 1.02.
ASSUMPTION OF LIABILITIES UNDER
TRANSFERRED AGREEMENTS.
AT CLOSING, BUYER SHALL ASSUME AND BE LIABLE FOR, AND
SHALL PAY, PERFORM AND DISCHARGE DIRECTLY WHEN DUE THE FOLLOWING LIABILITIES
(COLLECTIVELY, THE "ASSUMED LIABILITIES"):
(A)
ALL OF SELLER'S OBLIGATIONS ON THE DATE
HEREOF TO FILL ORDERS, AND ALL OF SELLER'S WARRANTY OBLIGATIONS RELATING TO SUCH
ORDERS (TO THE EXTENT THAT PRODUCTS SUBJECT TO SUCH ORDERS HAVE NOT BEEN
DELIVERED AS OF THE CLOSING DATE), FOR WET TANTALUM CAPACITORS SET FORTH ON
SCHEDULE 1.01(A)(I);
(B)
ALL OF SELLER'S OUTSTANDING COMMITMENTS FOR
THE PURCHASE OF RAW MATERIALS AND SUPPLIES SET FORTH ON SCHEDULE 1.02(B);
(C)
ALL OF SELLER'S OBLIGATIONS AND LIABILITIES
UNDER THE TRANSFERRED AGREEMENTS, ALL AS MORE FULLY SET FORTH IN THE ASSIGNMENT
AND ASSUMPTION AGREEMENT; AND
(D)
ALL OF SELLER'S OBLIGATIONS AND LIABILITIES
UNDER OTHER CONTRACTS THAT BUYER AGREES TO ASSUME PURSUANT TO SECTION 1.06 .
SECTION 1.03.
BUYER NOT RESPONSIBLE FOR LIABILITIES
EXCEPT SECTION 1.02 LIABILITIES.
(A)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, BUYER DOES NOT ASSUME OR AGREE TO UNDERTAKE TO PAY,
SATISFY, DISCHARGE OR PERFORM IN RESPECT OF, AND WILL NOT BE DEEMED BY VIRTUE OF
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT THE
CLOSING PURSUANT TO THIS AGREEMENT, OR AS A RESULT OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, TO HAVE ASSUMED, OR TO HAVE AGREED
TO PAY, SATISFY, DISCHARGE OR PERFORM IN RESPECT OF, ANY LIABILITY, OBLIGATION,
INDEBTEDNESS OR TAXES OF SELLER OR OF ANY OTHER PERSON OR IN ANY WAY RELATING TO
THE BUSINESS (WHETHER PRIMARY OR SECONDARY, DIRECT OR INDIRECT, KNOWN OR
UNKNOWN, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, OR OTHERWISE) OTHER THAN
THE ASSUMED LIABILITIES, (SUCH LIABILITIES AND OBLIGATIONS RETAINED BY SELLER,
INCLUDING SELLER'S TRANSACTION EXPENSES AND ALL LIABILITIES AND OBLIGATIONS WITH
RESPECT TO THE EXCLUDED ASSETS AND ANY AMOUNTS DUE BY SELLER TO LICENSORS OF THE
BUSINESS ARISING PRIOR TO THE CLOSING DATE, BEING REFERRED TO HEREIN AS THE
"RETAINED LIABILITIES").
IT IS SPECIFICALLY AGREED THAT SELLER SHALL RETAIN,
AND AS BETWEEN SELLER AND BUYER,