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(a) all Taxes of the Seller or the Individuals, except Ad Valorem Taxes with <br />respect to the Purchased Assets for any Straddle Period to the extent allocated to the Buyer <br />pursuant to Section 4.2(e}(ti); <br />(b) all Liabilities of the Seller or the Individuals relaxed to the presence of <br />Hazardous Materials at, under, about, above or migrating to or from the Owned Real Property, <br />and that exist prior to the Closing, and were not introduced. by Buyer or its agents or contractors; <br />(c) all Liabilities of the Seller or the Individuals arising under, or relating to <br />the execution, delivery or consummation of, this Agreement and the other Transaction <br />Documents and the Transactions; <br />(d) all Liabilities arising under or related to the Excluded Assets (including <br />Insider Contracts); <br />(e) all Liabilities of the Seller or the Individuals relating to any broker's, <br />finder's, financial advisor's or other similar fee or commission that is payable in connection with <br />this Agreement, any other Transaction Document or the Transactions; and <br />(� <br />all Liabilities of the Seller or the Individuals to any Insiders. <br />2.8 Consents. <br />(a) There shall be excluded from the Transactions any agreement, <br />eommitmenl contract, lease, license or right which is not assignable or transferable without the <br />consent of any Person other than the Seller, the Individuals or the Buyer, to the extent that such <br />consent has not been obtained prior to the Closing (an "Unassigned Asset"). <br />(b) With respect to any Unassigned Asset which is not included in the <br />Purchased Assets at the Closing by reason of Section 2.8(a), after the Closing, the Seller and the <br />Individuals shall be required to (and the Buyer shall cooperate with them in their efforts) use <br />their commercially reasonable efforts to (i) seek to obtain the requisite third party consent to the <br />assignment thereof to the Buyer (at the Seller's or Individual's sole cost and expense), and, after <br />obtaining the requisite consents thereto, such Unassigned Asset, if otherwise includable in the <br />Purchased Assets, shall be sold and assigned to the Buyer hereunder for no additional <br />consideration, and (ii) if any such consent cannot be obtained, to either, at the Buyer's option, <br />(A) seek to obtain for the Buyer a lawful arrangement to provide the Buyer with the benefit of, <br />and to cause the Buyer to assume the Liabilities related to, such Unassigned Asset or (B) <br />terminate the Unassigned Asset at the sole cost and expense of the Seller or the Individuals. <br />2.9 First Oration Pavment. <br />(a) On the Execution Date, (1) the Parties shall execute the Escrow <br />Agreement, (ii) the Buyer shall deposit the First Option Payment in escrow with the Escrow <br />Agent, and (iii) the Escrow Agent shall begin to hold the First Option Payment in escrow for the <br />benefit of the Parties in accordance with the terms of the Escrow Agreement. <br />10 <br />