Circuit City 2007 Annual Report Download - page 85

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of the Seller Group or any Affiliates or predecessors thereof, whether known or unknown, accrued, absolute, fixed, contingent, or otherwise, and
whether now existing or hereafter arising (collectively, the “ Retained Liabilities ”). Without limiting the generality of the foregoing sentence,
the Assumed Liabilities shall not, and shall not be deemed to, include any of the following Liabilities:
(a)
any outstanding royalties, accounts payable, warranty claims, rebate obligations, gift card obligations or Liabilities
relating to the employment of employees;
(b)
any Liabilities for Taxes related to the Transferred Internet Business or the Purchased Internet Assets for any tax period
ending on or prior to the Internet Closing (or attributable to the pre-closing period for tax periods beginning before but ending after the Internet
Closing Date (but only for such portions of such periods prior to the Internet Closing Date)), any Liabilities for any Taxes related to the
Transferred Real Estate Business or Purchased Real Estate Assets for any tax period ending on or prior to its applicable Real Estate Closing (or
attributable to the pre-closing period for tax periods beginning before but ending after the applicable Real Estate Closing (but only for such
portions of such periods prior to the applicable Real Estate Closing Date)), any Liabilities for Taxes with respect to any ongoing tax audits and
any Taxes resulting from failure to comply with applicable bulk sales laws;
(c)
any Liabilities arising out of or resulting from (i) any legal proceeding related to the Transferred Internet Business or any
Transferred Real Estate Business pending or threatened as of the Internet Closing Date or the applicable Real Estate Closing Date, respectively,
(ii) any legal proceeding related to the Transferred Internet Business or the Transferred Real Estate Business filed after the Internet Closing Date
or the applicable Real Estate Closing Date, as the case may be, relating to events occurring prior to such date or (iii) any actual or alleged
violation of any Applicable Law related to the Transferred Internet Business or Transferred Real Estate Business relating to events occurring
prior to the Internet Closing or the applicable Real Estate Closing Date, respectively; and
(d)
any Liability for any chargeback actually deducted prior to, on or after the date hereof, to the extent such chargeback
relates to a transaction which occurred prior to the Internet Closing Date (with respect to any Purchased Internet Asset) or the applicable Real
Estate Closing Date (with respect to any Purchased Real Estate Asset).
2.5
Purchase Price and Payment .
(a)
In addition to the assumption of the Assumed Internet Liabilities, the total aggregate purchase price of the Purchased
Internet Assets shall be the sum of Eighteen Million Nine Hundred Thousand dollars ($18,900,000). The Trade Name Buyer and the Domain
Name Buyer shall deliver to the Seller their respective portions of the purchase price of the Purchased Internet Assets (respectively, the
“
Domain Name Purchase Price ” and the “ Trade Name Purchase Price ”) by wire transfer of immediately available funds, to an account or
accounts designated in writing by the Seller to the Internet Buyers, no later than 4:00 p.m. on the Internet Closing Date.
(b)
In addition to the assumption of the applicable Assumed Real Estate Liabilities, the total aggregate purchase price of the
Purchased Real Estate Assets with respect to
13