PURCHASER INADVERTENTLY
AT THE CLOSING.
SECTION 2.4
ASSUMPTION OF CERTAIN OBLIGATIONS OF THE BUSINESS.
UPON
THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, PURCHASER AGREES,
EFFECTIVE AT THE CLOSING, TO ASSUME AND TO SATISFY AND DISCHARGE ALL LIABILITIES
TO THE EXTENT RELATING TO THE OWNERSHIP, USE OR OPERATION OF THE PURCHASED
ASSETS OR THE BUSINESS, WHETHER ARISING PRIOR TO, AT OR AFTER THE CLOSING, AND
WHETHER ACCRUED OR FIXED, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, MATURED OR
UNMATURED OR DETERMINED OR DETERMINABLE AS OF THE CLOSING DATE, OTHER THAN THE
RETAINED
20
LIABILITIES (ALL OF THE FOREGOING LIABILITIES TO BE SO ASSUMED, SATISFIED OR
DISCHARGED BEING HEREIN COLLECTIVELY CALLED THE "ASSUMED LIABILITIES").
ASSUMED
LIABILITIES SHALL INCLUDE THE FOLLOWING:
(A)
ALL LAWSUITS TO THE EXTENT RESULTING FROM THE CONDUCT OF THE BUSINESS OR
THE OWNERSHIP OF THE EQUITY INTERESTS OR THE PURCHASED ASSETS PRIOR TO, AT OR
AFTER THE CLOSING, INCLUDING LAWSUITS AND CLAIMS RELATING TO ANY ALLEGED
INTELLECTUAL PROPERTY INFRINGEMENT;
(B)
ALL LIABILITIES, INCLUDING ALL LAWSUITS, ARISING FROM THE DESIGN,
CONSTRUCTION, TESTING, MARKETING, SERVICE, OPERATION OR SALE OF THE PRODUCTS AND
SERVICES OF THE BUSINESS PRIOR TO, AT OR AFTER THE CLOSING, INCLUDING WARRANTY
OBLIGATIONS AND IRRESPECTIVE OF ANY LEGAL THEORY ASSERTED, OTHER THAN LAWSUITS
ARISING UNDER ENVIRONMENTAL LAWS, TO THE EXTENT RESULTING FROM THE CONDUCT OF
THE BUSINESS OR THE OWNERSHIP OF THE EQUITY INTERESTS OR THE PURCHASED ASSETS
PRIOR TO OR AT THE CLOSING;
(C)
ALL LIABILITIES ARISING PRIOR TO, AT OR AFTER THE CLOSING UNDER THE REAL
PROPERTY LEASES, THE EQUIPMENT LEASES AND THE ASSUMED CONTRACTS (INCLUDING ALL
PURCHASE ORDERS IN RESPECT THEREOF) INCLUDED IN THE PURCHASED ASSETS;
(D)
ALL ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES OF THE BUSINESS, INCLUDING
ACCRUED TAXES (OTHER THAN ACCRUED INCOME TAXES) AND ASSUMED INTERCOMPANY
PAYABLES (OTHER THAN ACCOUNTS PAYABLE OF THE BUSINESS DESCRIBED IN
SECTION 2.5(A)(III)), AND ALL LIABILITIES TO CUSTOMERS UNDER PURCHASE ORDERS FOR
PRODUCTS OF THE BUSINESS WHICH AT THE CLOSING HAVE NOT YET BEEN PROVIDED;
(E)
ALL LIABILITIES SET FORTH IN SCHEDULE 2.4(E) OF THE SELLER DISCLOSURE
LETTER;
(F)
ALL LIABILITIES ARISING PRIOR TO, AT OR AFTER THE CLOSING UNDER
ENVIRONMENTAL LAW OR RELATING TO HAZARDOUS SUBSTANCES, IN EACH CASE, ARISING IN
CONNECTION WITH THE OWNERSHIP, LEASING, OPERATION OR USE OF THE PURCHASED
ASSETS, THE BUSINESS, THE EQUITY INTERESTS, THE CONVEYED ENTITIES, THE PROPERTY
SUBJECT TO THE SUBLEASE AGREEMENT, THE PROPERTY SUBJECT TO THE CORK SUBLEASE AND
ANY OF THE "PREMISES" AS DEFINED IN THE TRANSITION SERVICES AGREEMENT (OTHER
THAN ANY OWNERSHIP, LEASING, OPERATION OR USE BY SELLER), INCLUDING, WITHOUT
LIMITATION, LIABILITIES RELATING TO LEASE RESTORATION, LEASE TERMINATION AND
ASBESTOS-RELATED ASSET RETIREMENT OBLIGATIONS;
(G)
ALL LIABILITIES WITH RESPECT TO BUSINESS EMPLOYEES (INCLUDING LIABILITIES
ARISING UNDER ANY EMPLOYMENT, CONSULTING, SEVERANCE OR SIMILAR AGREEMENT OR
OTHER OBLIGATION), EXCEPT TO THE EXTENT PROVIDED OTHERWISE IN SECTIONS 5.5 AND
5.6 AND OTHER THAN LIABILITIES OF THE TYPE DESCRIBED IN SECTIONS
2.5(A)(VII) THROUGH 2.5(A)(XII), REGARDLESS OF WHETHER ANY SUCH LIABILITY IS
THAT OF AN ASSET SELLING ENTITY OR A CONVEYED