REPRESENTING RIGHTS TO ANY ITEM OF INVENTORY IN THE POSSESSION OF
THIRD PARTIES.
1.1.4.
CONTRACT AND OTHER RIGHTS.
ALL OF THE SELLER'S RIGHTS AND
INTERESTS IN, TO AND UNDER ALL CONTRACTS BETWEEN IT OR THEM AND ANY OTHER PARTY
OR PARTIES AND ALL CONTRACTS WHICH HAVE BEEN ACQUIRED BY IT OR THEM BY
ASSIGNMENT OR IN ANY OTHER MANNER (WHETHER OR NOT DISCLOSED OR REQUIRED TO BE
DISCLOSED IN ANY SCHEDULE HERETO), INCLUDING THE CONTRACTS DESCRIBED IN
SCHEDULE 1.1.4 HEREOF, AND ALL RIGHTS OF ANY OF THE SELLERS THEREUNDER; ALL
PREPAYMENTS AND DEPOSITS THEREUNDER, AND ALL CLAIMS, RIGHTS AND CAUSES OF ACTION
OF SELLERS ARISING THEREUNDER AGAINST THE OTHER PARTY TO EACH SUCH CONTRACT AND
ALL OTHER CLAIMS, RIGHTS AND CAUSES OF ACTION OF THE SELLERS AGAINST THIRD
PARTIES.
1.1.5.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
ALL INTELLECTUAL
PROPERTY OWNED BY, LICENSED BY OR USED BY ANY SELLER, INCLUDING ALL INTELLECTUAL
PROPERTY INCORPORATED INTO THE RADIO REMOTE CONTROL PRODUCTS DEVELOPED,
MANUFACTURED, MARKETED OR SOLD BY THE SELLERS, THE CORPORATE AND TRADE NAME
"HETRONIC," DERIVATIVES AND ALL TELEPHONE NUMBERS OF THE SELLERS, INCLUDING
THOSE RIGHTS DESCRIBED IN SCHEDULE 5.19 HERETO.
1.1.6.
RECORDS.
ALL BOOKS, RECORDS (INCLUDING RECORDS RELATING TO
INVENTORIES OF THE TARGET COMPANIES, ALL MAINTENANCE REPORTS AND REPAIR LOGS
RELATING TO ANY OTHER ACQUIRED ASSETS), CUSTOMER LISTS, PERSONNEL FILES,
LABORATORY NOTEBOOKS, BUDGETS, PLANS, PROJECTIONS, REPORTS AND DOCUMENTATION
(INCLUDING CALL REPORTS, CUSTOMER AND REGULATORY CORRESPONDENCE) AND OTHER
CURRENT OR HISTORICAL FILES OF SELLERS AND ALL CONFIDENTIAL OR PROPRIETARY
INFORMATION EMBODIED THEREBY OR RELATING THERETO (COLLECTIVELY, THE "ACQUIRED
RECORDS").
1.1.7.
OTHER ASSETS.
ALL OTHER ASSETS OF THE SELLERS, WHETHER REAL,
PERSONAL, OR TANGIBLE, INTANGIBLE OR MIXED AND WHETHER OR NOT REFLECTED IN THE
FINANCIAL STATEMENTS OR ON THE BOOKS OR RECORDS OF THE SELLERS, INCLUDING ALL
GOODWILL ARISING FROM OR IN CONNECTION WITH THE BUSINESS OF THE SELLERS,
DEPOSITS UNDER ALL LEASES AND ANY PREPAID EXPENSES AND OTHER DEPOSITS OR RIGHTS
OF SELLERS, PERMITS AND LICENSES (INCLUDING RIGHTS TO CLUB MEMBERSHIPS, SKY
BOXES ARRANGEMENTS AND TICKETS) TO THE EXTENT TRANSFERABLE UNDER LAW, AND ALL OF
SELLERS' CHOSES IN ACTION, CAUSES OF ACTION AND JUDGMENTS, EXPRESS AND IMPLIED
WARRANTIES AND EXISTING AND INCHOATE CLAIMS, RIGHTS AND REMEDIES RELATED TO ANY
OF THE FOREGOING.
1.2.
AGREEMENT TO PURCHASE AND SELL SHARES. SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED HEREIN, HETRONIC HOLDING AGREES TO SELL, ASSIGN, TRANSFER,
CONVEY AND DELIVER TO THE BUYER DESIGNATED BY METHODE, AND METHODE AGREES TO
CAUSE A BUYER TO ACQUIRE FROM HETRONIC HOLDING, AT THE CLOSING, FREE AND CLEAR
OF ALL CLAIMS OR LIENS OF ANY NATURE WHATSOEVER, ALL RIGHT, TITLE AND INTEREST
IN AND TO THE PURCHASED SHARES.
3
1.3.
EXCLUDED ASSETS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE FOLLOWING ASSETS SHALL NOT BE SOLD TO THE BUYERS PURSUANT
TO SECTION 1.1 AND ALL OF SUCH EXCLUDED ASSETS SHALL BE RETAINED BY THE SELLERS
(THE "EXCLUDED ASSETS"):
1.3.1.
CERTAIN CASH, CASH EQUIVALENTS AND INVESTMENTS.
ALL OF THE PETTY
CASH, CASH ON DEPOSIT IN BANKS OR OTHER FINANCIAL INSTITUTIONS,