INVESTMENTS IN CASH, SECURITIES OR
OTHERWISE AND ALL OF SELLERS' BANK ACCOUNTS;
(II)
ALL REFUNDS OF TAXES WITH RESPECT TO TAXES PAID OR ACCRUED BY
SELLERS AND NOT REIMBURSED OR PAID BY BUYER;
(III)
ALL CLAIMS, ACTIONS, DEPOSITS, PREPAYMENTS, REFUNDS, CAUSES OF
ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET OFF, AND RIGHTS OF
RECOUPMENT OF ANY KIND OR NATURE (INCLUDING ANY SUCH ITEM RELATING TO TAXES) TO
THE EXTENT ATTRIBUTABLE TO THE EXCLUDED AGREEMENTS, EXCLUDED ASSETS OR THE
EXCLUDED LIABILITIES;
(IV)
ALL RIGHTS OF THE SELLERS UNDER THIS AGREEMENT AND ANY ANCILLARY
AGREEMENTS, OR ANY OTHER AGREEMENT, CERTIFICATE, INSTRUMENT OR OTHER DOCUMENT
EXECUTED AND DELIVERED BY SELLERS OR BUYER IN CONNECTION WITH THE TRANSACTION OR
ANY SIDE AGREEMENT BETWEEN THE SELLERS AND BUYER ENTERED INTO ON OR AFTER THE
DATE HEREOF;
(V)
ALL BOOKS AND RECORDS OF SELLERS WHICH RELATE TO THE TAXES,
EXCLUDED AGREEMENTS OR EXCLUDED ASSETS; PROVIDED, HOWEVER THAT, SELLERS AGREE
THAT THEY SHALL PROVIDE BUYER WITH COPIES OF, OR REASONABLE ACCESS TO, SUCH
BOOKS AND RECORDS TO THE EXTENT THAT ANY SUCH BOOKS AND RECORDS (I) RELATE TO
ANY OF THE BUSINESS, THE PURCHASED ASSETS OR ASSUMED LIABILITIES; AND (II) DO
NOT REFLECT CONFIDENTIAL INFORMATION OR PRIVILEGED MATERIALS;
(VI)
ALL ACCOUNTS RECEIVABLE AND ALL NOTES, BONDS AND OTHER EVIDENCES
OF INDEBTEDNESS, AND ALL SECURITY AGREEMENTS RELATED THERETO, INCLUDING ANY
RIGHTS WITH RESPECT TO ANY THIRD PARTY COLLECTION PROCEDURES OR ANY OTHER
ACTIONS OR PROCEEDINGS WHICH HAVE BEEN COMMENCED IN CONNECTION THEREWITH;
(VII)
ALL INTELLECTUAL PROPERTY AND INTELLECTUAL PROPERTY RIGHTS OF
SELLERS, INCLUDING SOFTWARE, WEB SITES AND THE TRADE NAME SANMINA-SCI AND
DERIVATIVES THEREOF AND LOGOS ASSOCIATED THEREWITH AND ALL RELATED TRADEMARKS
AND SERVICE MARKS, AND SOFTWARE LICENSES.
(VIII)
ALL RIGHTS AND LICENSES TO INTELLECTUAL PROPERTY AND INTELLECTUAL
PROPERTY RIGHTS UNDER THE EXCLUDED AGREEMENTS, INCLUDING THIRD PARTY SOFTWARE
LICENSES.
15
(IX)
ALL ASSETS OTHER THAN PURCHASED ASSETS, INCLUDING BUT NOT LIMITED
TO LAND, BUILDINGS, LEASEHOLD IMPROVEMENTS, INFORMATION TECHNOLOGY SYSTEMS,
HARDWARE AND SOFTWARE (AND OTHER RELATED INTELLECTUAL PROPERTY);
(X)
ALL CAPITAL STOCK, OPTIONS AND OTHER SECURITIES OF SELLERS, AND
ALL CORPORATE MINUTES AND STOCK BOOKS OF ACCOUNT OF SELLERS, BLANK STOCK
CERTIFICATES, QUALIFICATIONS TO CONDUCT BUSINESS AS A FOREIGN CORPORATION,
ARRANGEMENTS WITH REGISTERED AGENTS RELATING TO FOREIGN QUALIFICATIONS, TAXPAYER
AND OTHER IDENTIFICATION NUMBERS, SEALS AND OTHER DOCUMENTS RELATING TO THE
ORGANIZATION, MAINTENANCE AND EXISTENCE OF SELLERS AS CORPORATIONS OR OTHER
ENTITIES;
(XI)
ALL AGREEMENTS AND CONTRACTS TO WHICH ANY OF THE SELLERS IS A
PARTY OR IS BOUND OR TO WHICH ANY OF ITS ASSETS ARE SUBJECT THAT ARE NOT
ASSIGNED CONTRACTS; AND
(XII)
ALL ASSETS OR RIGHTS THAT RELATE TO THE MULTIEMPLOYER PLAN OF
SELLERS, ALL BOOKS AND RECORDS RELATING TO THE EMPLOYEES OF SELLERS AS OF THE
CLOSING;
(XIII)
ALL CLAIMS, ACTIONS, DEPOSITS, PREPAYMENTS, REFUNDS, CAUSES OF
ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET OFF, AND RIGHTS OF
RECOUPMENT OF ANY KIND OR NATURE TO THE EXTENT ATTRIBUTABLE TO THE EXCLUDED
CLAIMS.
2.2
Assumption of Liabilities.
Upon the terms and