Closing Date
3.1
Closing Inventory Amount
2.6(a)(iii)
Closing
Inventory Statement
2.6(a)(iv)
COBRA
7.4(k)
Confidentiality
Agreement
6.3
Consents
4.3(a)
Copyrights
4.13(a)
Dispatched Employees
4.19(g)(viii)
Environment
4.20(a)(ii)
Environmental Action
4.20(a)(iii)
Environmental Clean-up Site
4.20(a)(iv)
Environmental Laws
4.20(a)(v)
Environmental Permit
4.20(a)(vi)
Excluded Assets
2.2
Excluded Contracts
2.2(b)
Excluded Liabilities
2.4
FCPA
4.26
Flow Products
Recitals
Foreign Plans
4.18(n)
Hazardous Substances
4.20(a)(vii)
In-Bound Licenses
4.13(a)(c)
Intellectual Property
4.13(a)
Intellectual Property Rights
4.13(a)
IP Assignments
3.2(h)
Japan Buildings
2.1(a)
Japan Business Employees
4.19(g)(i)
Japan Collective Bargaining Agreements
4.19(g)(iii)
Japan Land
2.1(a)
Japan Office Space Lease
3.2(f)
Japan Personnel
4.19(g)(vii)
Japan Plans
4.18(o)
Japan Real Estate Purchase
Agreement
3.2(g)
Japan Work Rules
4.19(g)(vi)
JSI Agreement
7.6
June Income Statement
4.4(a)
Lease
4.12(c)
7
Leased Real Property
4.12(a)
Liabilities
4.5
Losses
10.2(a)
Marks
4.13(a)
Master Services Agreement
3.2(c)
Material
Contracts
4.15(b)
Noncompetition Period
6.8(a)
Nondisclosure
Agreements
4.13(i)
Notice of Claim
10.4(a)
Out-Bound Licenses
4.13(d)
Owned Real Property
4.12(a)
Patents
4.13(a)
PCBs
4.20(i)
Pension Plan
4.18(b)
Personal Property
4.10(a)
Policies
4.21(a)
Post-Closing Tax Period
7.5(b)
Pre-Closing Tax Period
7.5(b)
Products
4.22(a)
Proprietary
Information
4.13(a)
Purchase Price
2.5(a)
Purchased Assets
2.1
Real Property
4.12(a)
Release
4.20(a)(viii)
Representatives
6.3
Restricted Business
6.8(a)
Restricted
Contract
2.8(a)
Retained Names
7.3
Section 1060 Forms
2.7
Seller
Preamble
Seller Closing Certificate
8.2(c)
Seller
Disclosure Schedule
Preamble Article IV
Seller Employees
7.4(e)
Seller Group
Recitals
Seller Group Benefit Plans
4.18(a)
Seller
Indemnitees
10.3(a)
8
Seller Intellectual Property
4.13(e)
Seller June Balance Sheet
2.6(a)(i)
Seller Owned Intellectual Property
4.13(b)
Seller
Registered Items
4.13(f)
Seller Warranty Losses
10.3(b)
Software
4.13(a)
Software License Agreement
3.2(i)
Statements of
Operations
4.4(a)
Sublease Agreements
3.2(j)
Third Party Claim
10.4(a)
Third Party Defense
10.4(b)
Transfer Taxes
7.5(a)
Transferred Employees
7.4(b)
US Plans
4.18(a)
Work Product
Agreements
4.13(j)
ARTICLE II
PURCHASE AND SALE
2.1 Purchase and Sale of the Purchased Assets. Upon the terms and subject
to the conditions of this Agreement, at the Closing, Seller shall sell, assign,
transfer, convey and deliver, and shall cause each other relevant member of the
Seller Group to sell, assign, transfer, convey and deliver, to Buyer or a
Subsidiary of Buyer designated by Buyer in writing to Seller not less than three
Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase,
acquire and accept from the Seller Group, free and clear of Liens except for
Permitted Liens, the entire right, title and interest of Seller and each other
member of the Seller Group in, to and under all of the assets, properties and
rights of every kind and description, real, personal and mixed, tangible and
intangible, wherever situated, that are Related to the Business other than the
Excluded Assets (the "Purchased Assets"). The Purchased Assets include the
following assets, properties and rights:
(a) all (i) Owned Real Property located in Hachioji, Japan (the "Japan
Land"), and (ii) buildings, fixtures, structures, signage and improvements
erected or located on the Japan Land (the "Japan Buildings");
(b) the leasehold interest of Seller for the real property
constituting a parking lot leased by Seller