CLOSING SELLER SHALL SELL, ASSIGN, CONVEY, TRANSFER AND
DELIVER TO PURCHASER AND PURCHASER SHALL ACQUIRE FROM SELLER THE PURCHASED
ASSETS.
2.02
PURCHASE PRICE.
THE AGGREGATE PURCHASE PRICE (THE "PURCHASE
PRICE") PAYABLE BY PURCHASER FOR THE PURCHASED ASSETS SHALL BE FORTY-NINE
MILLION ONE HUNDRED EIGHTY THOUSAND DOLLARS ($49,180,000), WHICH PRICE IS
INCLUSIVE OF INVENTORY.
2.03
INITIAL PURCHASE PRICE.
AT THE CLOSING, PURCHASER SHALL PAY TO
SELLER, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO A BANK ACCOUNT
DESIGNATED BY SELLER PRIOR TO THE CLOSING, AN AMOUNT EQUAL TO THE PURCHASE
PRICE, LESS THE HOLDBACK AMOUNT, IF ANY (THE "INITIAL PURCHASE PRICE").
2.04
PURCHASE PRICE HOLDBACK.
IN THE EVENT THAT THE REPAIRS TO UNIT 1B
OF THE FACILITY ARE NOT COMPLETED (WHICH COMPLETION SHALL BE EVIDENCED BY
DELIVERY TO PURCHASER OF THE PRATT & WHITNEY REPAIR REPORT) AND PAID FOR BY
SELLER AS CONTEMPLATED BY SECTION 5.02(I) PRIOR TO THE CLOSING DATE, PURCHASER
SHALL HOLD BACK FROM THE PURCHASE PRICE ONE MILLION DOLLARS ($1,000,000) (THE
"HOLDBACK AMOUNT").
IN SUCH EVENT, THE HOLDBACK AMOUNT WILL BE PAID TO SELLER,
OR RETAINED BY PURCHASER, WHEN, AS AND TO THE EXTENT PROVIDED IN SECTION
14.02(A) OF THIS AGREEMENT.
2.05
ASSUMED LIABILITIES AND RETAINED LIABILITIES.
(A)
AS ADDITIONAL
CONSIDERATION FOR THE PURCHASE OF THE PURCHASED ASSETS, PURCHASER SHALL, AT THE
CLOSING, ASSUME, AGREE TO PERFORM, AND IN DUE COURSE PAY AND DISCHARGE, THE
FOLLOWING DEBTS, OBLIGATIONS AND LIABILITIES OF SELLER RELATING TO THE FACILITY,
IN EACH CASE IN ACCORDANCE WITH THE TERMS THEREOF, EXCEPT TO THE EXTENT THAT
SUCH DEBTS, OBLIGATIONS OR LIABILITIES, BUT FOR A BREACH OR DEFAULT BY SELLER,
WOULD HAVE BEEN PAID, PERFORMED OR OTHERWISE DISCHARGED ON OR PRIOR TO THE
CLOSING DATE OR TO THE EXTENT THE SAME ARISE OUT OF ANY SUCH
BREACH OR DEFAULT
OR OUT OF ANY EVENT THAT, AFTER THE GIVING OF NOTICE OR WITH THE LAPSE OF TIME,
OR BOTH, WOULD CONSTITUTE A BREACH OR DEFAULT BY SELLER (THE "ASSUMED
LIABILITIES"):
(I)
ALL LIABILITIES AND OBLIGATIONS ARISING OR ACCRUING AFTER THE
CLOSING UNDER THE ASSIGNED CONTRACTS, TO THE EXTENT THAT SUCH ASSIGNED CONTRACTS
ARE EITHER ASSIGNED TO PURCHASER AS OF THE CLOSING DATE OR, IF NOT SO ASSIGNED,
PURCHASER RECEIVES THE BENEFITS THEREOF AS CONTEMPLATED BY SECTION 14.02(B) OF
THIS AGREEMENT;
(II)
ALL LIABILITIES AND OBLIGATIONS TO COMPLY WITH THE ASSIGNED
PERMITS IN CONNECTION WITH THE OPERATION OF THE FACILITY AFTER THE CLOSING;
(III)
ALL LIABILITIES AND OBLIGATIONS ARISING OUT OF THE OWNERSHIP OF
THE ASSIGNED INTELLECTUAL PROPERTY AFTER THE CLOSING;
(IV)
PURCHASER'S SHARE OF ANY PRORATED TAXES AS PROVIDED IN SECTION
14.06 BELOW; AND
(V)
ALL OTHER LIABILITIES AND OBLIGATIONS ARISING OUT OF THE OWNERSHIP
OR OPERATION OF THE FACILITY ACCRUING AFTER THE CLOSING ON THE CLOSING DATE AND
RELATED TO ANY PERIOD AFTER THE CLOSING.
(B)
EXCEPT FOR THE ASSUMED LIABILITIES, PURCHASER SHALL NOT ASSUME BY
VIRTUE OF THIS AGREEMENT, THE ASSUMPTION AGREEMENT, OR ANY OTHER ANCILLARY
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND SHALL HAVE NO
LIABILITY FOR, ANY DEBTS, LIABILITIES OR