Form Apa - Asset Purchase Agreement Page 5
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(n)
all Excluded Intellectual Property (as defined in the Intellectual
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Property Purchase and License Agreement);
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(o)
all Tax refunds, including any interest in respect thereof, and Tax
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credits attributable to periods prior to the Closing;
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(p)
all rights and interests under (including those of sponsor and
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administrator, as applicable), and all assets of, any employee benefit plan maintained by
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Seller or Seller's Affiliates, or ERISA Affiliates, including without limitation any Pension
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Plan, Welfare Benefit Plan, or Benefit Arrangement, except to the extent otherwise
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explicitly provided in accordance with Section 9.3 hereof, and
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(q)
all facilities of Seller, and all items of furniture, fixtures,
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furnishings, machinery, spare parts and equipment located in, at or upon such facilities,
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whether or not related to the Business.
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"Excluded Contracts" shall mean (i) any contract or agreement not relating
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exclusively to the Business, including, without limitation, those contracts and agreements
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set forth on Schedule 1.1 B, and (ii) any contract or agreement set forth or described on
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Schedule 4.3, the assignment of which is not consented to by all parties necessary
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therefor prior to the Closing Date.
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"Excluded Liabilities" shall mean all Liabilities of the Seller other than the
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Assumed Liabilities.
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"Fixtures and Equipment" shall mean all of the furniture, fixtures, furnishings,
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machinery, spare parts and equipment (other than Inventory and Excluded Assets) owned
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by the Seller or Seller's Affiliates and located in, at or upon the _______________.
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"GAAP" shall mean United States generally accepted accounting principles.
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"Intellectual Property Purchase and License Agreement" shall mean the
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Intellectual Property Purchase and License Agreement in the form attached hereto as
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Exhibit C.
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"Interest Rate" shall mean the prime rate as published from time to time by Bank
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of America in the Wall Street Journal.
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"Inventory" shall mean all finished goods inventory (excluding products shipped
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prior to Closing but not invoiced) relating exclusively to the Business held for sale,
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wherever the same may be located.
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"IRS" shall mean the United States Internal Revenue Service.
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"Leased Equipment" shall mean all of the (a) furniture, fixtures, furnishings,
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machinery and equipment (other than furniture, fixtures, furnishings, machinery and
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equipment included within the definition of Excluded Assets) leased by the Seller or
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