THE EXTENT OF THE RESERVE THEREFOR SHOWN ON THE BALANCE SHEET AND ANY AMOUNTS
PROPERLY ACCRUED SINCE THE BALANCE SHEET DATE;
(C)
SELLER'S OBLIGATION TO PROVIDE VACATION TIME AND VACATION PAY TO
THE TRANSFERRED EMPLOYEES AS LISTED ON SCHEDULE 2.03(C), AND FOR LIABILITIES FOR
VACATION TIME AND VACATION PAY PROPERLY ACCRUED THROUGH THE CLOSING DATE.
6
2.04
EXCLUDED LIABILITIES. NOTWITHSTANDING ANY PROVISION IN THIS
AGREEMENT OR ANY OTHER WRITING TO THE CONTRARY, BUYER IS ASSUMING ONLY THE
ASSUMED LIABILITIES AND IS NOT ASSUMING ANY OTHER LIABILITY OR OBLIGATION OF
SELLER OR ANY AFFILIATE OF SELLER (OR ANY PREDECESSOR OWNER OF ALL OR PART OF
ITS BUSINESS AND ASSETS) OF WHATEVER NATURE WHETHER PRESENTLY IN EXISTENCE OR
ARISING OR ASSERTED HEREAFTER. ALL SUCH OTHER LIABILITIES AND OBLIGATIONS SHALL
BE RETAINED BY AND REMAIN OBLIGATIONS AND LIABILITIES OF SELLER OR ITS
AFFILIATES (ALL SUCH LIABILITIES AND OBLIGATIONS NOT BEING ASSUMED BEING HEREIN
REFERRED TO AS THE "EXCLUDED LIABILITIES"). WITHOUT LIMITING THE FOREGOING, NONE
OF THE FOLLOWING SHALL BE ASSUMED LIABILITIES FOR THE PURPOSES OF THIS
AGREEMENT:
(A)
ANY AND ALL LIABILITIES AND OBLIGATIONS OF SELLER FOR TAXES,
(INCLUDING ANY TAXES THAT ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT), EXCEPT AS PROVIDED FOR BY SECTION 8.03(C);
(B)
EXCEPT TO THE EXTENT PROVIDED IN ARTICLE VIII AND SECTION 2.03(C),
ANY LIABILITIES OR OBLIGATIONS RELATING TO EMPLOYEE BENEFITS OR COMPENSATION
ARRANGEMENTS EXISTING AS OF THE END OF THE DAY ON THE DAY IMMEDIATELY PRECEDING
THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES OR OBLIGATIONS
UNDER ANY OF SELLER'S EMPLOYEE BENEFIT AGREEMENTS, PLANS OR OTHER ARRANGEMENTS
LISTED ON SCHEDULE 9.02;
(C)
ANY CLAIMS FOR REFUNDS BASED ON ANY WARRANTY, EXPRESS OR IMPLIED,
FOR PRODUCTS OR SERVICES PROVIDED TO THE EXTENT NOT RESERVED THEREFOR ON THE
BALANCE SHEET OR NOT PROPERLY ACCRUED SINCE THE BALANCE SHEET DATE;
(D)
ANY ENVIRONMENTAL LIABILITIES;
(E)
ANY AMOUNTS OWING TO BENEFACTOR FUNDING CORP.;
(F)
ANY LIABILITY OR OBLIGATION RELATING TO AN EXCLUDED ASSET; AND
(G)
ANY LIABILITY OR OBLIGATION RELATING TO OR ARISING UNDER ANY
EXCLUDED CONTRACT.
2.05
ASSIGNMENT OF CONTRACTS AND RIGHTS. ANYTHING IN THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, THIS AGREEMENT SHALL NOT CONSTITUTE AN AGREEMENT
TO ASSIGN ANY PURCHASED ASSET OR ANY CLAIM OR RIGHT OR ANY BENEFIT ARISING
THEREUNDER OR RESULTING THEREFROM IF AN ATTEMPTED ASSIGNMENT THEREOF, WITHOUT
CONSENT OF A THIRD PARTY THERETO, WOULD CONSTITUTE A BREACH OR OTHER
CONTRAVENTION THEREOF OR IN ANY WAY ADVERSELY AFFECT THE RIGHTS OF BUYER OR
SELLER THEREUNDER. SELLER AND BUYER WILL USE THEIR BEST EFFORTS (BUT WITHOUT ANY
PAYMENT OF MONEY BY SELLER OR BUYER) TO OBTAIN THE CONSENT OF THE OTHER PARTIES
TO ANY SUCH PURCHASED ASSET OR CLAIM OR RIGHT OR ANY BENEFIT ARISING THEREUNDER
FOR THE ASSIGNMENT THEREOF TO BUYER AS BUYER MAY REQUEST. IF SUCH CONSENT IS NOT
OBTAINED, OR IF AN ATTEMPTED ASSIGNMENT THEREOF WOULD BE INEFFECTIVE OR WOULD
ADVERSELY AFFECT THE RIGHTS OF SELLER OR BUYER THEREUNDER SO THAT BUYER WOULD
NOT IN FACT RECEIVE ALL SUCH RIGHTS,