This excerpt taken from the DYN 8-K filed May 31, 2007.
Section 2.1 Purchase and Sale of Membership Interests; Assumption of Assigned Contracts.
(a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall cause the Owner Affiliates to sell, transfer, convey, assign and deliver to Buyer or its designated Affiliate, and Buyer or its designated Affiliate shall acquire and purchase from Seller and the Owner Affiliates, all of the issued and outstanding Membership Interests of the Company; provided, however, that, if applicable, the designation by Buyer of an Affiliate to acquire such Membership Interest shall not invalidate or be inconsistent with the terms of the Lyondell Consents.
(b) At the Closing, Buyer agrees to cause the Company or an Affiliate of the Company designated by Buyer to assume or accept the novation of the contracts set forth on Schedule 2.1(b) (the Assigned Contracts) from the Retained Affiliate that is a party to the Assigned Contract, and Seller agrees to cause each Retained Affiliate to transfer all of its rights and obligations under the Assigned Contracts by assignment or novation relating to the period from and after Closing Date to the Company or an Affiliate of the Company designated by the Buyer.
(c) Notwithstanding anything to the contrary contained herein or otherwise, the following items shall be retained by, or transferred to Seller or its designated Retained Affiliate at or prior to Closing:
(i) any insurance policies, insurance proceeds, insurance refunds and prepaid insurance premiums relating to the period prior to the Closing;
(ii) any of Sellers employee personnel files;
(iii) the hardware and enterprise software set forth on Schedule 2.1(c)(iii) (the Retained Software License Agreements and Hardware); and
(iv) all rights and obligations under the Assigned Contracts relating to periods prior to the Closing Date.