PURCHASE AND SALE
2.1 Purchase and Sale of Assets. Effective at the Closing, Seller will
sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will
acquire and accept from Seller, the assets and properties listed on Schedule
2.1A (collectively, the "Assets"), free and clear of any and all Encumbrances
provided, however, that "Assets" shall not include, and Seller will not sell,
convey, transfer, assign or deliver to Purchaser, and Purchaser will not acquire
from Seller, (i) the corporate charter, qualifications to conduct business as a
foreign corporation, arrangements with registered agents relating to foreign
qualifications, taxpayer and other identification numbers, seals, minute books,
stock transfer books, blank stock certificates, and other documents relating to
the organization, maintenance, and existence of the Seller as a corporation,
(ii) any of the rights of the Seller under this Agreement, (iii) claims (and
benefits to the extent they arise therefrom) that relate to Seller's liabilities
other than the Assumed Liabilities, (iv) all of Seller's cash, bank accounts,
certificates of deposit, securities and accounts receivable, (v) insurance
policies of Seller and proceeds and the deposits related thereto to the extent
such policies are not expressly assumed by Purchaser and Parent, and (vi) the
items listed on Schedule 2.1B (collectively, the "Excluded Assets").
2.2 Assumption of Certain Obligations. Effective at the Closing and
subject to the terms set forth herein, Purchaser shall assume and be liable
solely for the liabilities and obligations of Seller listed on Schedule 2.2,
including the Assumed Employee Expenses (collectively, the "Assumed
Liabilities"). Purchaser will not assume and will not be liable for and Seller
will be liable and will pay for any Claims: (i) of the Seller or of its
Affiliates or (ii) which arise from or relate to the ownership, use, sale,
manufacture, design, possession, operation or control of the Assets or operation
of the Business prior to the Closing Date (collectively, "Excluded Claims");
other than the Assumed Liabilities and only in the amounts set forth on Schedule
2.2. Furthermore, Purchaser will not assume and Seller shall remain liable for
all tax liabilities, including, but not limited to, personal property taxes and
income taxes, incurred, imposed upon or accrued by the Seller through the
Closing Date, as more fully described in Section 3.5.
2.3 Transfer and Conveyance. Seller shall execute and deliver to
Purchaser at the Closing, a Bill of Sale and Assignment in substantially the
form attached hereto as Exhibit A, the Assumption Agreement in substantially the
form attached hereto as Exhibit B, and all such other assignments, endorsements
and instruments of transfer as shall be necessary or appropriate to carry out
the intent of this Agreement and as shall be sufficient to vest in Purchaser
title to all of the Assets free and clear of any Encumbrances and to evidence
Purchaser's assumption of the Assumed Liabilities.
2.4 Employees and Agents of Seller.
(a) On the Closing Date, Purchaser shall offer the employees of
Seller listed on Schedule 2.4 (the "Transferring Employees") employment with the
Purchaser, on the terms mutually agreed to by the Purchaser and the employee.
Seller hereby agrees to such solicitation and agrees to encourage such employees
to go to work for the Purchaser and not to discourage any individuals who are
offered employment with Purchaser from accepting such employment with Purchaser.