assign to the Buyers, and
the Buyers wish to purchase from Hetronic Holding, all of the Purchased Shares
in exchange for the consideration set forth herein upon and subject to the terms
and conditions herein set forth;
WHEREAS, the Sellers wish to sell, transfer and assign to the Buyers, and the
Buyers wish to purchase from the Sellers, substantially all of the Sellers'
assets and properties (other than the Excluded Assets) and to assume certain
specified liabilities of Sellers in exchange for the consideration set forth
herein upon and subject to the terms and conditions herein set forth; and
WHEREAS, Hetronic Holding owns all of the issued and outstanding capital stock
of Hetronic Deutschland GmbH, a German company with limited liability formerly
known as Hetronic Steuersysteme GmbH ("Hetronic Deutschland"), which the parties
acknowledge is not included among the Sellers and is not selling its assets or
properties;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and in reliance upon the representations and warranties hereinafter
set forth, the parties agree as follows.
1.
PURCHASE AND SALE OF ASSETS AND SHARES.
1.1.
AGREEMENT TO PURCHASE AND SELL ASSETS. SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED HEREIN, EACH OF THE SELLERS AGREES TO SELL, ASSIGN,
TRANSFER, CONVEY AND DELIVER TO THE BUYERS, AND METHODE AGREES TO CAUSE A BUYER
TO ACQUIRE FROM EACH OF THE SELLERS, AT THE CLOSING, FREE AND CLEAR OF ALL
CLAIMS OR LIENS OF ANY NATURE WHATSOEVER, (EXCEPT AS OTHERWISE DISCLOSED IN AND
PERMITTED BY THIS AGREEMENT), ALL RIGHT, TITLE AND INTEREST IN AND TO ALL OF
THEIR RESPECTIVE ASSETS AND PROPERTIES WHEREVER SITUATED, EXCEPT FOR THOSE
ASSETS AND PROPERTIES SPECIFICALLY EXCLUDED BY SECTION 1.3 HEREOF (THE
"PURCHASED ASSETS"). THE PURCHASED ASSETS SHALL INCLUDE, BUT NOT BE LIMITED TO,
THE FOLLOWING:
1.1.1.
MACHINERY AND EQUIPMENT.
ALL MACHINERY AND EQUIPMENT (INCLUDING
SPARE PARTS), VEHICLES, FIXTURES, CAPITAL WORKS IN PROCESS, TOOLS, DIES,
PATTERNS, MOLDS, FURNITURE, DATA PROCESSING HARDWARE, COMPUTER AND SYSTEMS
HARDWARE AND TELEPHONE SYSTEM EQUIPMENT AND OFFICE EQUIPMENT AND SUPPLIES AND
SIMILAR TANGIBLE PERSONAL PROPERTY (INCLUDING ANY OF THE FOREGOING WHICH HAVE
BEEN PURCHASED SUBJECT TO ANY CONDITIONAL SALES OR TITLE RETENTION AGREEMENT IN
FAVOR OF ANY OTHER PERSON) EMPLOYED OR UTILIZED BY SELLERS, AS THE SAME MAY
EXIST AT THE CLOSING, AND INCLUDING THE PROPERTY DESCRIBED IN SCHEDULE 1.1.1
HERETO, AND ALL RIGHTS TO COMPUTER SOFTWARE EMBEDDED IN OR INSTALLED UPON THE
FOREGOING.
2
1.1.2.
RECEIVABLES.
THE RECEIVABLES OF THE SELLERS AS THE SAME MAY EXIST
AT THE CLOSING, INCLUDING ALL RECEIVABLES PAYABLE BY ANY TARGET COMPANY TO ANY
SELLER, TOGETHER WITH HETRONIC MALTA'S RIGHT TO RECEIVE PAYMENT UNDER THE NOTE
RECEIVABLE PAYABLE BY HETRONIC ASIA TO HETRONIC MALTA UNDER THE LOAN AGREEMENT
DATED AUGUST 5, 2004 BETWEEN HETRONIC ASIA AND HETRONIC MALTA, AS AMENDED (THE
"ASIA-MALTA RECEIVABLE").
1.1.3.
INVENTORIES.
ALL INVENTORIES OF THE SELLERS AS THE SAME MAY EXIST
AT THE CLOSING, TOGETHER WITH ALL RIGHTS AGAINST SUPPLIERS OF SUCH INVENTORIES
AND ALL BILLS OF LADING, WAREHOUSEMAN'S RECEIPTS AND OTHER INSTRUMENTS OR
DOCUMENTS