EXPENSES IN ACCORDANCE WITH
GAAP;
(J)
ALL THE VEHICLES OWNED OR (TO THE EXTENT
ASSIGNABLE) LEASED BY SELLER OR BY AFFILIATES OF SELLER AND USED IN THE
OPERATION OF THE BUSINESS ON THE CLOSING DATE, IN EACH CASE AS LISTED ON
SCHEDULE 2.1(J);
(K)
THE GOODWILL RELATED TO THE CONDUCT OF THE
BUSINESS AND ALL RIGHTS TO CONTINUE TO USE THE PURCHASED ASSETS AS AN ONGOING
BUSINESS;
(L)
ALL ASSETS INCLUDED IN THE CALCULATION
OF CURRENT ASSETS ON THE CLOSING BALANCE SHEET; AND
(M)
ALL OTHER ASSETS, PROPERTIES, RIGHTS, CLAIMS
AND INTERESTS OF SELLER THAT ARE NOT SPECIFICALLY INCLUDED IN THE DEFINITION OF
THE TERM "EXCLUDED ASSETS" IN SECTION 2.2.
2.2
EXCLUDED ASSETS.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN SECTION 2.1, THE FOLLOWING ASSETS, PROPERTIES, RIGHTS AND
INTERESTS OF SELLER (COLLECTIVELY, THE "EXCLUDED ASSETS") ARE EXCLUDED FROM THE
PURCHASED ASSETS AND SHALL REMAIN THE PROPERTY OF SELLER AFTER THE CLOSING:
(A)
CORPORATE SEALS, ARTICLES OF INCORPORATION,
MINUTE BOOKS, STOCK BOOKS, TAX RETURNS, ORIGINAL ACCOUNTING AND TAX BOOKS,
LEDGERS, RECORDS AND OTHER FINANCIAL RECORDS OR OTHER RECORDS RELATING TO THE
CORPORATE ORGANIZATION OF SELLER;
(B)
ALL CASH ON HAND, CASH EQUIVALENTS,
INVESTMENTS (INCLUDING STOCK, DEBT INSTRUMENTS, OPTIONS AND OTHER INSTRUMENTS
AND SECURITIES) AND BANK DEPOSITS;
(C)
ALL ACCOUNTS OR NOTES RECEIVABLE OWED TO
SELLER BY PARENT OR ANY PERSON LISTED ON SCHEDULE 1.1(A) OTHER THAN ACCOUNTS
OWED BY TUBED PRODUCTS, INC. A MARYLAND CORPORATION;
(D)
ALL RIGHTS OF SELLER:
(I) TO USE ANY
SERVICE MARKS, SERVICE NAMES, TRADEMARKS, TRADE NAMES, DOMAIN NAMES, LOGOS OR
BRAND NAMES, AND RELATED GOODWILL, OF PARENT OR ANY OTHER PERSON LISTED ON
SCHEDULE 1.1(A) (INCLUDING ANY DERIVATIVES THEREOF), OR TO USE BLUEPRINTS,
DRAWINGS, DESIGNS, MANUALS, DOCUMENTATION OR OTHER INTELLECTUAL PROPERTY RIGHTS
ATTRIBUTABLE TO OR WHICH ARE USED SOLELY IN SELLER'S MANUFACTURING OF PRODUCTS
FOR PARENT OR ANY OTHER PERSON LISTED ON SCHEDULE 1.1(A) AND (II) IN ANY
TANGIBLE PERSONAL PROPERTY (INCLUDING MOLDS, TOOLING AND OTHER EQUIPMENT) WHICH
ARE USED OR USABLE SOLELY IN SELLER'S MANUFACTURING OF PRODUCTS FOR PARENT OR
ANY OTHER PERSON LISTED ON SCHEDULE 1.1(A), IN EACH CASE TO THE EXTENT LISTED ON
SCHEDULE 2.2(D);
(E)
ALL INSURANCE POLICIES, FIDELITY OR SURETY
BONDS OR FIDUCIARY LIABILITY POLICIES COVERING THE PURCHASED ASSETS, THE
BUSINESS OR THE OPERATIONS, EMPLOYEES, OFFICERS OR DIRECTORS OF SELLER AND ALL
RIGHTS OF SELLER OF EVERY NATURE AND DESCRIPTION UNDER OR ARISING OUT OF SUCH
POLICIES AND BONDS;
11
(F)
ORIGINALS OF ALL PERSONNEL RECORDS AND
OTHER RECORDS THAT SELLER IS REQUIRED BY LAW TO RETAIN IN ITS POSSESSION;
(G)
THE ASSETS LISTED ON SCHEDULE 2.2(G),
INCLUDING THE CONTRACTS, LEASES, LICENSES, PERMITS, PLANS, PURCHASE ORDERS,
COMMITMENTS AND OTHER BINDING ARRANGEMENTS OF SELLER, INCLUDING THOSE BETWEEN
SELLER AND ITS AFFILIATES, LISTED ON SCHEDULE 2.2(G) (THE "EXCLUDED CONTRACTS");
(H)
ANY ASSETS, PROPERTIES, RIGHTS OR INTERESTS
OF SELLER WHICH HAVE BEEN TRANSFERRED OR DISPOSED OF IN THE ORDINARY COURSE OF
THE BUSINESS PRIOR TO THE CLOSING DATE TO THE EXTENT PERMITTED BY SECTION 5.1;
(I)
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 2.5(C), CLAIMS