(III)
EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE III, THE TANGIBLE
ASSETS, MACHINERY, EQUIPMENT, TOOLS, DIES, MOLDS, SPARE PARTS, VEHICLES,
TRANSPORTATION EQUIPMENT, FURNITURE AND OFFICE EQUIPMENT,
CONSTRUCTION-IN-PROGRESS, AND COMPUTER HARDWARE OF SELLER THAT CONSTITUTE THE
FACILITY OR ARE USED EXCLUSIVELY IN CONNECTION WITH THE FACILITY OR THAT ARE
LOCATED ON THE REAL PROPERTY;
(IV)
SELLER'S RIGHTS, TITLE AND INTEREST (A) IN AND TO THE REAL
PROPERTIES DESCRIBED IN SCHEDULE IV ("REAL PROPERTY") TOGETHER WITH ALL
BUILDINGS, OTHER IMPROVEMENTS, FIXTURES AND APPURTENANCES, AND ALL OTHER RIGHTS
AND PRIVILEGES THEREUNTO BELONGING OR APPERTAINING, (B) UNDER THE REAL PROPERTY
LEASES DESCRIBED IN THE SCHEDULE V ("REAL PROPERTY LEASES"), AND (C) UNDER THE
5
EASEMENTS, RIGHTS OF WAY, REAL PROPERTY LICENSES DESCRIBED IN SCHEDULE VI
("EASEMENTS"; TOGETHER WITH THE REAL PROPERTY AND THE REAL PROPERTY LEASES, THE
"PROPERTIES");
(V)
SELLER'S RIGHT, TITLE AND INTEREST IN, TO OR UNDER (A) THE
MATERIAL CONTRACTS AND (B) THE PERSONAL PROPERTY LEASES AND OTHER CONTRACTS,
AGREEMENTS AND COMMITMENTS ARISING FROM AND RELATING EXCLUSIVELY TO THE
PURCHASED ASSETS OR THE FACILITY THAT WOULD BE REQUIRED TO BE DESCRIBED ON
SCHEDULE 7.06(A) BUT FOR THE EXCEPTIONS SET FORTH IN SECTION 7.06(A) BELOW,
INCLUDING THOSE CONTRACTS LISTED ON SCHEDULE VII (THE "ADDITIONAL CONTRACTS,"
AND TOGETHER WITH THE MATERIAL CONTRACTS, THE "ASSIGNED CONTRACTS");
(VI)
SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING
INTELLECTUAL PROPERTY TO THE EXTENT RELATED EXCLUSIVELY TO THE FACILITY AND SET
FORTH IN SCHEDULE VIII: TRADE NAMES, TRADEMARKS, TRADEMARK REGISTRATIONS,
TRADEMARK APPLICATIONS, SERVICE MARKS, SERVICE MARK REGISTRATIONS, SERVICE MARK
APPLICATIONS; COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT APPLICATIONS;
PATENT RIGHTS (INCLUDING, WITHOUT LIMITATION, ISSUED PATENTS, APPLICATIONS,
DIVISIONS, CONTINUATIONS AND CONTINUATIONS-IN-PART, REISSUES, PATENTS OF
ADDITION, UTILITY MODELS AND INVENTORS' CERTIFICATES); LICENSES WITH RESPECT TO
ANY OF THE FOREGOING; TRADE SECRETS, PROPRIETARY MANUFACTURING INFORMATION AND
INVENTIONS, OPERATING AND SYSTEMS SOFTWARE, DRAWINGS AND DESIGNS; CUSTOMER AND
VENDOR LISTS AND THE GOODWILL ASSOCIATED WITH ANY OF THE FOREGOING (THE
"ASSIGNED INTELLECTUAL PROPERTY");
(VII)
ANY GOVERNMENTAL LICENSES AND PERMITS OF SELLER RELATING
EXCLUSIVELY TO THE FACILITY TO THE EXTENT ANY OF THE SAME ARE TRANSFERABLE OR
ASSIGNABLE TO PURCHASER AND AS DESCRIBED ON SCHEDULE IX (THE "ASSIGNED
PERMITS");
(VIII)
EXCEPT FOR RETAINED BOOKS AND RECORDS, AT LEAST ONE COPY (IN ITS
EXISTING HARD COPY OR ELECTRONIC FORM) OF EACH OF THE FOLLOWING:
THE OPERATING
AND MAINTENANCE RECORDS; OPERATING, SAFETY AND MAINTENANCE MANUALS; ENGINEERING
DESIGN PLANS AND SPECIFICATIONS; BLUEPRINTS AND AS-BUILT DRAWINGS; PROCEDURES;
ENVIRONMENTAL DATA AND REPORTS; GOVERNMENTAL FILINGS; AND INSPECTION AND TEST
REPORTS RELATED EXCLUSIVELY TO THE FACILITY THAT ARE IN SELLER'S POSSESSION
(SUBJECT TO THE RIGHT OF SELLER TO REDACT INFORMATION IN SUCH RECORDS THAT IS
NOT RELATED EXCLUSIVELY TO THE FACILITY AND TO RETAIN ARCHIVAL COPIES).
THIS IS
NOT TO INCLUDE ACCOUNTING RECORDS OF SELLER OR THIRD PARTY PROPRIETARY ITEMS FOR
WHICH CONSENT TO TRANSFER CANNOT BE OBTAINED AS LISTED ON SCHEDULE X.
THE
FOREGOING IS NOT INTENDED TO REQUIRE SELLER TO MODIFY OR REFORMAT ANY OF THE
INFORMATION PROVIDED PURSUANT TO THIS SUBPARAGRAPH OR TO SEARCH OR PRODUCE
DATABASE OR EMAIL