Extract to table

" Except as expressly set forth in Section 8 below, this Letter is not intended to be, and shall not constitute, a legally binding obligation of either party

The principal terms and conditions of the proposed transaction are as follows: Section 1: Transaction Structure The proposed transaction shall be structured as an asset purchase, and not as a stock purchase, equity purchase, merger, or other form of business combination

At the Closing (as defined in Section 5 below), Buyer shall assume certain specified liabilities related to the Product Line Business (the "Assumed Liabilities"), including trade payables arising in the ordinary course of business, accrued product warranty obligations, and other liabilities arising from the operation of the Business, in each case as shall be more specifically defined and set forth in the Definitive Agreement

Buyer shall not assume any liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities")

Section 2: Purchase Price The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the adjustments described herein

The Purchase Price shall be comprised of the following components: (a) Cash at Closing