BILLED AND UNBILLED ACCOUNTS
RECEIVABLE AND OTHER RIGHTS TO PAYMENTS FROM CUSTOMERS OF THE DIGITRAN BUSINESS,
INCLUDING TRADE ACCOUNTS RECEIVABLE FROM GOODS SHIPPED, PRODUCTS SOLD OR
SERVICES RENDERED, VENDOR CREDITS, AND THE FULL BENEFIT TO ALL SECURITY FOR SUCH
ACCOUNTS OR RIGHTS TO PAYMENT, A LISTING OF WHICH IS SET FORTH ON
SCHEDULE 2.1(E);
(F)
ALL OF SELLER'S BOOKS, RECORDS, MANUALS,
DOCUMENTS, AND BOOKS OF ACCOUNT RELATING TO THE DIGITRAN BUSINESS, WHETHER
INSCRIBED ON TANGIBLE MEDIUM OR STORED IN ELECTRONIC OR OTHER MEDIUM, INCLUDING
SALES AND CREDIT REPORTS, CLIENT, CUSTOMER AND SUPPLIER LISTS, LITERATURE,
BROCHURES, ADVERTISING MATERIAL, MAINTENANCE RECORDS, SERVICE AND WARRANTY
RECORDS, REFERRAL SOURCES, RESEARCH AND DEVELOPMENT RECORDS, PRODUCTION RECORDS,
EQUIPMENT LOGS, OPERATING GUIDES AND MANUALS, FINANCIAL AND ACCOUNTING RECORDS,
CREATIVE MATERIALS, ADVERTISING MATERIALS, PROMOTIONAL MATERIALS, STUDIES,
REPORTS, CORRESPONDENCE AND OTHER SIMILAR DOCUMENTS, ALL RIGHTS TO RECEIVE AND
RETAIN MAIL AND OTHER COMMUNICATIONS RELATING TO THE DIGITRAN BUSINESS, AND,
SUBJECT TO LEGAL REQUIREMENTS, COPIES OF ALL PERSONNEL RECORDS;
(G)
ALL OF SELLER'S RIGHTS UNDER THE LEASE FOR
ITS FACILITY AT 9654 HERMOSA AVENUE, RANCHO CUCAMONGA, CALIFORNIA (THE "RANCHO
CUCAMONGA LEASE"), AND ALL OTHER CONTRACTS IDENTIFIED ON SCHEDULE 2.1(G);
(H)
ALL OF SELLER'S AND PARENT'S INTANGIBLE
RIGHTS AND PROPERTY RELATING TO THE DIGITRAN BUSINESS, INCLUDING GOODWILL AND
RIGHTS IN AND TO THE NAME "DIGITRAN," ANY PRODUCT NAMES, AND IN ANY OTHER TRADE
NAME, TRADEMARK, FICTITIOUS NAME OR SERVICE MARK, OR ANY VARIANT OF ANY OF THEM,
AND ANY APPLICATIONS THEREFOR OR REGISTRATIONS THEREOF, AND ANY OTHER FORMS OF
INTELLECTUAL PROPERTY ASSETS, AND ALL RESEARCH RELATED TO THE DIGITRAN BUSINESS
CONDUCTED BY SELLER OR PARENT, ALL DEVELOPMENT FACILITIES AND INVENTIONS AND
WORK-IN-PROCESS A PART THEREOF, ALL RIGHTS TO SELLER'S AND PARENT'S SOFTWARE,
TELEPHONE NUMBERS, FACSIMILE NUMBERS, INTERNET SITES, INTERNET ADDRESSES
(EXCLUDING EMAIL ADDRESSES)
15
AND DOMAIN NAMES THEREOF AND OTHER LISTINGS RELATED TO THE DIGITRAN BUSINESS,
INCLUDING THE ITEMS IDENTIFIED ON SCHEDULE 2.1(H);
(I)
ALL INFORMATION, DATA, LISTS AND
DOCUMENTS RELATED TO ALL PERSONS TO WHOM OR TO WHICH SELLER HAS SOLD OR
OTHERWISE FURNISHED PRODUCTS, DIRECTLY OR INDIRECTLY, AT ANY TIME ("CUSTOMER" OR
"CUSTOMERS") INCLUDING RELATED INFORMATION AS TO THE UNIT AND DOLLAR VOLUME OF
SUCH SALES, THE TYPE OF PRODUCTS SO SOLD OR FURNISHED, THE METHOD OF
DISTRIBUTION AND OTHER RELEVANT MARKETING AND PRODUCT INFORMATION FOR EACH
CUSTOMER;
(J)
ALL UNFILLED PURCHASE AND SALE ORDERS
RELATING TO THE DIGITRAN BUSINESS SET FORTH ON SCHEDULE 2.1(J);
(K)
TO THE EXTENT PERMITTED BY LEGAL
REQUIREMENTS, ALL GOVERNMENTAL AUTHORIZATIONS RELATING TO THE DIGITRAN BUSINESS,
AND ALL PENDING APPLICATIONS FOR ISSUANCE OR RENEWAL THEREOF, INCLUDING THE
ITEMS IDENTIFIED ON SCHEDULE 2.1(K);
(L)
ALL OF SELLER'S RIGHTS TO THE DIGITRAN
BUSINESS, TO THE EXTENT NOT DESCRIBED ABOVE, ALL ASSETS THAT ARE EMPLOYED BY
SELLER SOLELY IN CONNECTION WITH THE DIGITRAN BUSINESS, AND ALL OF THE ASSETS TO
BE REFLECTED ON THE CLOSING STATEMENT;
(M)
THE OTHER ASSETS, PROPERTIES, RIGHTS, TITLES
AND INTERESTS SPECIFICALLY LISTED ON SCHEDULE 2.1(M); AND
(N)
ALL OF SELLER'S CLAIMS, CAUSES OF ACTION AND
JUDGMENTS, ALL EXPRESS AND IMPLIED WARRANTIES,