DATE, BUYER WILL NOT ASSUME OR IN
ANY WAY BE RESPONSIBLE FOR ANY LIABILITIES OF THE COMPANY OR ANY OTHER
LIABILITIES WHATSOEVER RELATED TO THE OWNERSHIP, OPERATION OR CONDITION OF THE
BUSINESS OR THE PURCHASED ASSETS AT ANY TIME PRIOR TO THE CLOSING DATE, EXCEPT
AS SPECIFICALLY PROVIDED BELOW.
FROM AND AFTER THE CLOSING DATE, BUYER ASSUMES
AND AGREES TO PAY, DEFEND, DISCHARGE AND PERFORM AS AND WHEN DUE ONLY THE
FOLLOWING SPECIFIC LIABILITIES OF THE COMPANY THAT RELATE EXCLUSIVELY TO THE
BUSINESS (THE "ASSUMED LIABILITIES"):
(I)
LIABILITIES TO THE EXTENT ARISING AFTER THE CLOSING DATE PURSUANT
TO ALL REAL PROPERTY LEASES, PERSONAL PROPERTY LEASES AND CONTRACTS WHICH ARE
SET FORTH ON SCHEDULE 4.7(B) OR SCHEDULE 4.11(A), EXCLUDING, EXCEPT TO THE
EXTENT (BUT ONLY TO THE EXTENT) REFLECTED IN ANY NEGATIVE ADJUSTMENT TO THE
PURCHASE PRICE PURSUANT TO SECTION 2.7, ANY LIABILITY RELATING TO OR ARISING OUT
OF SUCH CONTRACTS AND LEASES AS A RESULT OF (A) ANY TRANSACTION, STATUS, EVENT,
CONDITION, OCCURRENCE OR SITUATION EXISTING, OCCURRING OR ARISING ON OR PRIOR TO
THE CLOSING DATE, (B) ANY BREACH OF SUCH CONTRACTS OCCURRING ON OR PRIOR TO THE
CLOSING DATE, (C) ANY VIOLATION OF LAW, BREACH OF WARRANTY, TORT OR INFRINGEMENT
10
OCCURRING ON OR PRIOR TO THE CLOSING DATE, OR (D) ANY RELATED CHARGE, COMPLAINT,
ACTION, SUIT, PROCEEDING, HEARING, INVESTIGATION, CLAIM OR DEMAND;
(II)
LIABILITIES TO THE EXTENT (BUT ONLY TO THE EXTENT) REFLECTED IN
ANY NEGATIVE ADJUSTMENT TO THE PURCHASE PRICE PURSUANT TO SECTION 2.7;
(III)
SHORT-TERM LIABILITIES CONSTITUTING ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES INCLUDED ON THE COMPANY'S BALANCE SHEET AS OF DECEMBER 31, 2006,
PLUS OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES INCURRED IN THE ORDINARY
COURSE OF BUSINESS AFTER DECEMBER 31, 2006, THROUGH AND INCLUDING THE CLOSING
DATE, DOCUMENTED IN WRITING PRIOR TO CLOSING AND REFLECTED AS NON-DEBT CURRENT
LIABILITIES IN WORKING CAPITAL UNDER SECTION 2.7.
(B)
EXCLUDED LIABILITIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT AND REGARDLESS OF WHETHER SUCH LIABILITY IS DISCLOSED HEREIN
OR ON ANY SCHEDULE HERETO, BUYER WILL NOT ASSUME OR BE LIABLE FOR ANY EXCLUDED
LIABILITIES.
2.3
CLOSING; CONDITIONS TO CLOSING; CLOSING TRANSACTIONS.
(A)
CLOSING.
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES OF CHICAGO TITLE INSURANCE
COMPANY, 1616 CORNWALL AVENUE, SUITE 115, BELLINGHAM, WASHINGTON 98225, AT 10:00
A.M. LOCAL TIME ON MAY 16, 2007 OR AT SUCH OTHER PLACE OR TIME AND ON SUCH OTHER
DATE AS MAY BE MUTUALLY AGREEABLE TO THE PARTIES.
THE DATE AND TIME OF THE
CLOSING ARE HEREIN REFERRED TO AS THE "CLOSING DATE."
THE PARTIES MAY ATTEND
THE CLOSING PERSONALLY, VIA FACSIMILE, OR VIA TELEPHONE CONFERENCE.
(B)
CONDITIONS TO CLOSING.
THE CLOSING SHALL BE SUBJECT TO THE SATISFACTION
OF THE FOLLOWING CONDITIONS:
(I)
AT BUYER'S SOLE COST AND EXPENSE, CHICAGO TITLE INSURANCE COMPANY
SHALL BE PREPARED TO ISSUE ITS STANDARD LEASEHOLD POLICY OF TITLE INSURANCE IN
THE AMOUNT OF $20,700,000.00 INSURING GOOD AND CLEAR TITLE IN FEE OWNERSHIP OF
THE BUILDINGS AND FIXTURES