ALL ACCOUNTS RECEIVABLE;
(E)
ALL SELLER CONTRACTS, INCLUDING THOSE
LISTED IN SECTION 3.17(A) OF THE SELLER DISCLOSURE LETTER, AND ALL OUTSTANDING
OFFERS OR SOLICITATIONS MADE BY OR TO ANY SELLER OR ANY PURCHASED SUBSIDIARY TO
ENTER INTO ANY SELLER CONTRACT ("BIDS"), OTHER THAN SELLER CONTRACTS OR BIDS
DESCRIBED IN SECTION 2.2(E);
(F)
ALL GOVERNMENTAL AUTHORIZATIONS RELATED
TO OR USED IN THE OPERATION OF THE BUSINESS AND ALL PENDING APPLICATIONS
THEREFOR OR RENEWALS THEREOF, INCLUDING THOSE LISTED IN SECTION 3.14(B) OF THE
SELLER DISCLOSURE LETTER, IN EACH CASE TO THE EXTENT PERMITTED BY APPLICABLE
LEGAL REQUIREMENT AND OTHERWISE TRANSFERABLE TO BUYER;
(G)
THE DATA AND RECORDS OF EACH SELLER AND
PURCHASED SUBSIDIARY RELATED PRIMARILY TO OR USED IN THE OPERATION OF THE
BUSINESS AND LOCATED AT A BUSINESS PROPERTY, INCLUDING CLIENT AND CUSTOMER LISTS
AND RECORDS, REFERRAL SOURCES, RESEARCH AND DEVELOPMENT REPORTS AND RECORDS,
PRODUCTION REPORTS AND RECORDS, SERVICE AND WARRANTY RECORDS, EQUIPMENT LOGS,
OPERATING GUIDES AND MANUALS, ENGINEERING DESIGN DRAWINGS OWNED BY THE BUSINESS,
FINANCIAL AND ACCOUNTING RECORDS, CREATIVE MATERIALS, ADVERTISING MATERIALS,
PROMOTIONAL MATERIALS, STUDIES, REPORTS, CORRESPONDENCE, FILES RELATING TO THE
PREPARATION, PROSECUTION, REGISTRATION, ENFORCEMENT OR DEFENSE OF ANY BUSINESS
INTELLECTUAL PROPERTY AND OTHER SIMILAR DOCUMENTS AND RECORDS ("BUSINESS
RECORDS").
IN ADDITION, TO THE EXTENT ANY SUCH DATA OR RECORDS ARE NOT LOCATED
AT A BUSINESS PROPERTY, COPIES OF ANY PARTICULAR DATA OR RECORDS FOLLOWING
REASONABLE REQUEST THEREFOR, AND, SUBJECT TO LEGAL REQUIREMENTS, COPIES OF ALL
PERSONNEL RECORDS;
(H)
ALL OF THE INTANGIBLE RIGHTS AND PROPERTY OF
SELLERS AND THE PURCHASED SUBSIDIARIES THAT RELATE EXCLUSIVELY TO THE OPERATION
OF THE BUSINESS, INCLUDING ANY SUCH GOODWILL AND BUSINESS INTELLECTUAL PROPERTY,
AS WELL AS THE RIGHT TO SUE, AT LAW OR IN EQUITY, OR OTHERWISE
14
RECOVER DAMAGES FOR ANY AND ALL INFRINGEMENTS, MISAPPROPRIATIONS OR DILUTIONS OF
ANY BUSINESS INTELLECTUAL PROPERTY;
(I)
ALL RIGHTS OF SELLERS AND THE PURCHASED
SUBSIDIARIES RELATING TO DEPOSITS AND PREPAID EXPENSES, CLAIMS FOR REFUNDS AND
RIGHTS TO OFFSET IN RESPECT THEREOF, IN EACH CASE RELATED TO OR USED IN THE
OPERATION OF THE BUSINESS, THAT ARE NOT LISTED IN SECTION 2.2(C) OF THE SELLER
DISCLOSURE LETTER AND THAT ARE NOT EXCLUDED UNDER SECTION 2.2(H);
(J)
ALL RIGHTS IN INTERNET DOMAIN NAMES
USED, RESERVED OR OWNED BY ANY SELLER OR ITS AFFILIATES THAT ARE EXPRESSLY SET
FORTH IN SECTION 2.1(J) OF THE SELLER DISCLOSURE LETTER;
(K)
THE OUTSTANDING EQUITY SECURITIES;
(L)
THE ASSETS LISTED OR DESCRIBED IN
SECTION 2.1(L) OF THE SELLER DISCLOSURE LETTER;
(M)
ALL PETTY CASH FUNDS OF SELLERS HELD AT A
BUSINESS PROPERTY AND ALL CASH IN THE BANK ACCOUNTS LISTED IN SECTION 2.1(M) OF
THE SELLER DISCLOSURE LETTER; AND
(N)
ALL OF SUCH SELLER'S OTHER PROPERTY AND
ASSETS, REAL, PERSONAL, OR MIXED, TANGIBLE AND INTANGIBLE, OF EVERY KIND AND
DESCRIPTION, WHEREVER LOCATED, BELONGING TO SUCH SELLER AND WHICH RELATE
PRIMARILY TO OR ARE USED PRIMARILY IN THE OPERATION OF THE BUSINESS CURRENTLY
CONDUCTED BY THE POWER PRODUCTS DIVISION OF SELLERS THAT IS REPORTED IN PARENT'S
PUBLICLY DISCLOSED CONSOLIDATED FINANCIAL STATEMENTS AS THE POWER