SHALL REMAIN SOLELY LIABLE FOR, ALL OF THE
RETAINED LIABILITIES, WHICH RETAINED LIABILITIES SHALL BE SATISFIED IN FULL OR
OTHERWISE DISCHARGED BY SELLER IN THE ORDINARY COURSE OF BUSINESS FOLLOWING THE
CLOSING.
WITHOUT LIMITING THE FOREGOING, THE RETAINED LIABILITIES INCLUDE
LIABILITIES OF OR OWING BY SELLER:
4
(I)
RELATED TO ANY TAXES;
(II)
TO SALES REPRESENTATIVES, DISTRIBUTORS
(INCLUDING THOSE LIABILITIES ASSOCIATED WITH SERVICES PERFORMED BY SELLER'S
DISTRIBUTORS PRIOR TO THE CLOSING BUT THAT ARE OTHERWISE INCURRED BY BUYER AFTER
THE CLOSING), VENDORS OR CUSTOMERS, EXCEPT AS EXPRESSLY PROVIDED UNDER THIS
AGREEMENT;
(III)
TO ANY AFFILIATES, DIRECTORS, OFFICERS,
PERSONNEL, FORMER PERSONNEL, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES OR
OTHER PERSONNEL OF SELLER OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES,
INCLUDING PURSUANT TO ANY RETENTION AGREEMENT WITH EMPLOYEES OF THE BUSINESS
ENTERED INTO PRIOR TO THE CLOSING;
(IV)
ASSOCIATED WITH OR RELATING TO ANY
COMPENSATION OR BENEFITS OF ANY DIRECTOR, OFFICER, PERSONNEL, FORMER PERSONNEL,
INDEPENDENT CONTRACTOR, AGENT, OR OTHER REPRESENTATIVE OF SELLER, INCLUDING,
WITHOUT LIMITATION, IN RESPECT OF WORKERS' COMPENSATION OR CLAIMS RELATING TO
EMPLOYMENT OF PERSONNEL BY SELLER PRIOR TO THE CLOSING, INCLUDING SEVERANCE
OBLIGATIONS;
(V)
ASSOCIATED WITH OR RELATING TO ANY ACTION
BROUGHT BY ANY GOVERNMENTAL AUTHORITY OR ANY PERSON WHATSOEVER, ARISING FROM ANY
CONDITION IN EXISTENCE ON OR BEFORE THE CLOSING DATE RELATING TO ANY TRANSFERRED
ASSET OR TO ANY OF THE PREMISES WHERE THE BUSINESS HAS BEEN CONDUCTED OR ANY
LOCATION WHERE ANY OF THE ASSETS USED OR RELATED TO THE BUSINESS AND PRODUCTS
MANUFACTURED BY THE BUSINESS HAVE BEEN STORED, TRANSPORTED, REMODELED OR
OTHERWISE DELIVERED FOR OR ON BEHALF OF SELLER;
(VI)
ASSOCIATED WITH OR RELATING TO ANY EXCLUDED
ASSET;
(VII)
ASSOCIATED WITH OR RELATING TO SELLER'S ISSUANCE
OR ENDORSEMENT OF ANY CHECK, NOTE, DRAFT OR INSTRUMENT;
(VIII)
ASSOCIATED WITH ANY ACCOUNTS PAYABLE; OR
(IX)
ASSOCIATED WITH ANY WARRANTY OR PRODUCT
LIABILITY CLAIMS IN RESPECT OF PRODUCTS MANUFACTURED AND DELIVERED IN CONNECTION
WITH THE BUSINESS PRIOR TO THE CLOSING DATE (INCLUDING ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES RELATING TO SUCH CLAIMS OR PRODUCTS).
SECTION 1.04.
PURCHASE PRICE.
THE AGGREGATE PURCHASE
PRICE FOR THE TRANSFERRED ASSETS SHALL BE THIRTY FIVE MILLION TWO HUNDRED
THOUSAND DOLLARS ($35,200,000) (THE "PURCHASE PRICE").
BUYER SHALL PAY THE
PURCHASE PRICE AS FOLLOWS:
(A)
AT THE TIME OF THE CLOSING BY DELIVERING TO
SELLER, BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT EQUAL TO
THIRTY THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($33,700,000) ("CLOSING DATE
CASH PAYMENT").
(B)
AT THE TIME OF THE CLOSING BY DELIVERING TO
THE ESCROW AGENT, BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FEDERAL FUNDS, THE
AMOUNT EQUAL TO ONE MILLION FIVE HUNDRED
5
THOUSAND DOLLARS ($1,500,000), CONSISTENT WITH THE ESCROW AGREEMENT (THE "ESCROW
AMOUNT").
THE ESCROW AMOUNT SHALL BE HELD IN AN ESCROW ACCOUNT TO SECURE
SELLER'S OBLIGATIONS UNDER THIS AGREEMENT AND SHALL BE TRANSFERRED TO SELLER
(SUBJECT TO PENDING CLAIMS) OR BUYER (OR BUYER GUARANTOR ON BEHALF OF BUYER) AS
PROVIDED IN THE ESCROW AGREEMENT.
SECTION 1.05.
ALLOCATION OF BUYER'S CONSIDERATION.
AS
SOON AS PRACTICABLE, BUYER SHALL PROVIDE TO SELLER A