THE ASSETS PRIOR TO THE CLOSING DATE, AS
EVIDENCED BY AN AMENDMENT TO
2
SCHEDULE 1.1(A)(III)(A) TO BE ACKNOWLEDGED BY THE PARTIES AND DELIVERED AT THE
CLOSING (COLLECTIVELY, THE "CONTRACTS"). NOTWITHSTANDING THE FOREGOING, TO THE
EXTENT SELLER HAS NOT PROVIDED BUYER WITH EXECUTED COPIES OF ANY OF THE
CONTRACTS FOR REVIEW PRIOR TO THE DATE HEREOF (EACH AN "UNPRODUCED CONTRACT"),
SELLER SHALL, WITHIN 45 DAYS OF THE DATE HEREOF, PROVIDE ANY SUCH UNPRODUCED
CONTRACTS TO BUYER FOR ITS REVIEW. BUYER MAY, IN ITS SOLE DISCRETION, REFUSE TO
ACCEPT TRANSFER OF ANY SUCH UNPRODUCED CONTRACTS (AND SUCH UNPRODUCED CONTRACTS
SHALL IMMEDIATELY CEASE TO BE CONTRACTS FOR ALL PURPOSES OF THIS AGREEMENT) IF
AND TO THE EXTENT (I) ANY SUCH UNPRODUCED CONTRACTS CONTAIN MATERIALLY DIFFERENT
OR ADVERSE TERMS AS COMPARED TO THE CONTRACTS PROVIDED TO BUYER FOR REVIEW, OR
(II) SELLER FAILS TO PRODUCE ANY SUCH UNPRODUCED CONTRACTS WITHIN 45 DAYS OF THE
DATE HEREOF. BUYER AND SELLER AGREE TO COOPERATE TO RECONCILE THEIR LISTS OF
UNPRODUCED CONTRACTS WITHIN TWO DAYS OF THE DATE HEREOF, WITH THE OBJECTIVE OF
MINIMIZING THE NUMBER OF UNPRODUCED CONTRACTS; AND
(B)
TO THE EXTENT TRANSFERABLE, ALL RIGHTS OF THE
SELLER GROUP UNDER ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES MADE BY
SUPPLIERS, MANUFACTURERS OR CONTRACTORS IN CONNECTION WITH THE BUSINESS;
(IV)
IN ACCORDANCE WITH AND TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, ALL PERSONNEL AND PAYROLL RECORDS OF THE AFFECTED
EMPLOYEES LOCATED IN THE ROLLING MEADOWS FACILITY OR IN THE BUSINESS REAL
PROPERTY AND COPIES OF ALL SUCH RECORDS LOCATED IN THE SELLER'S FACILITY; AND
(V)
COPIES OF ALL OTHER BOOKS, RECORDS OR
CORRESPONDENCE RELATED TO THE BUSINESS (EXCLUDING TAX RETURNS NOT RELATED
EXCLUSIVELY TO THE BUSINESS).
(B)
SUCH SALE, CONVEYANCE, ASSIGNMENT, TRANSFER
AND DELIVERY OF THE ASSETS WILL BE EFFECTED BY DELIVERY BY SELLER AND/OR OTHER
MEMBERS OF THE SELLER GROUP TO BUYER OF (I) DULY EXECUTED BILLS OF SALE (EACH, A
"BILL OF SALE") IN THE FORM ATTACHED HERETO AS EXHIBIT B, (II) INSTRUMENTS OF
ASSIGNMENT ASSIGNING EACH MEMBER OF THE SELLER GROUP'S INTEREST IN AND TO THE
TRANSFERRED INTELLECTUAL PROPERTY (AS DEFINED IN SECTION 3.7(P)), INCLUDING ALL
REGISTERED INTELLECTUAL PROPERTY (AS DEFINED IN SECTION 3.7(P)) RELATING
THERETO, PURSUANT TO THE FORM OF ASSIGNMENT OF PATENT RIGHTS ATTACHED HERETO AS
EXHIBIT C, FORM OF ASSIGNMENT OF COPYRIGHTS ATTACHED HERETO AS EXHIBIT D AND
FORM OF ASSIGNMENT OF TRADEMARKS OBTAINED HERETO AS EXHIBIT E (EACH, AN
"INTELLECTUAL PROPERTY ASSIGNMENT"), (III) A COPY OF THE PATENTS AND PATENT
APPLICATIONS AND THE REGISTRATIONS AND PENDING APPLICATIONS INCLUDED IN THE
TRANSFERRED INTELLECTUAL PROPERTY AND (IV) SUCH OTHER GOOD AND SUFFICIENT
INSTRUMENTS OF SALE, CONVEYANCE, TRANSFER AND ASSIGNMENT
AS SHALL BE NECESSARY
TO VEST IN BUYER GOOD AND VALID TITLE TO THE OTHER ASSETS FREE AND CLEAR OF ALL
LIENS, EXCEPT FOR PERMITTED ENCUMBRANCES (COLLECTIVELY, THE "OTHER
INSTRUMENTS").
(C)
AT THE CLOSING, BUYER WILL DELIVER TO
SELLER GROUP AN INSTRUMENT OF ASSUMPTION SUBSTANTIALLY IN THE FORM OF EXHIBIT F
HERETO (THE "INSTRUMENT OF ASSUMPTION"), WHEREBY BUYER WILL UNDERTAKE, ASSUME