PURCHASED
ASSETS OR ASSUMED LIABILITIES TO BE CONVEYED TO AND/OR ASSUMED BY PURCHASER AS
OF THE CLOSING DATE;
(N)
THE GOODWILL OF THE BUSINESS;
(O)
ALL ADVERTISING, MARKETING, SALES AND PROMOTIONAL MATERIALS RELATING
DIRECTLY AND PREDOMINANTLY TO THE BUSINESS;
(P)
(I) ALL PROPERTY AND CASUALTY INSURANCE PROCEEDS RECEIVED OR RECEIVABLE IN
CONNECTION WITH THE DAMAGE OR COMPLETE DESTRUCTION OF ANY OF THE PURCHASED
ASSETS THAT WOULD HAVE BEEN INCLUDED IN THE PURCHASED ASSETS BUT FOR SUCH DAMAGE
OR COMPLETE DESTRUCTION, IN EACH CASE NET OF ANY DEDUCTIBLE AND THE COST OF
REPAIR OR REPLACEMENT AND RELATED ADMINISTRATIVE COSTS AND (II) AS PROVIDED IN
SECTION 5.22 OF THIS AGREEMENT;
(Q)
ALL RIGHTS AND CLAIMS UNDER ANY AND ALL TRANSFERABLE WARRANTIES EXTENDED
BY SUPPLIERS, VENDORS, CONTRACTORS, MANUFACTURERS AND LICENSORS IN RELATION TO
ANY OF THE EQUIPMENT, THE TRANSFERRED INTELLECTUAL PROPERTY AND THE SOFTWARE AND
HARDWARE ASSETS DESCRIBED IN THIS SECTION 2.2;
(R)
ALL COLLECTIVE BARGAINING, UNION AND OTHER SIMILAR CONTRACTS COVERING THE
BUSINESS EMPLOYEES, BUT ONLY TO THE EXTENT SUCH CONTRACTS COVER BUSINESS
EMPLOYEES;
(S)
ALL OTHER ASSETS SET FORTH ON SCHEDULE 2.2(S) OF THE SELLER DISCLOSURE
LETTER; AND
(T)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, COPIES OF THE PERSONNEL
RECORDS (INCLUDING ALL HUMAN RESOURCES AND OTHER RECORDS) OF EACH ASSET SELLING
ENTITY RELATING TO THE TRANSFERRED EMPLOYEES OF SUCH ASSET SELLING ENTITY.
18
SECTION 2.3
EXCLUDED ASSETS OF THE BUSINESS.
(A) NOTWITHSTANDING
ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, PURCHASER IS NOT PURCHASING
FROM ANY OF THE ASSET SELLING ENTITIES ANY OF THE FOLLOWING (COLLECTIVELY, THE
"EXCLUDED ASSETS"), AND SHALL ACQUIRE NO RIGHT TO OR INTEREST IN ANY EXCLUDED
ASSETS UNDER THIS AGREEMENT OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED
HEREBY:
(I)
ASSET SELLING ENTITIES CLOSING CASH TO THE EXTENT THAT IT IS HELD
IN BANK ACCOUNTS NOT DEDICATED TO THE BUSINESS;
(II)
ALL INTERCOMPANY RECEIVABLES OF THE BUSINESS PAYABLE BY SELLER OR A
SELLER AFFILIATE, OTHER THAN ASSUMED INTERCOMPANY RECEIVABLES;
(III)
THE CORPORATE BOOKS AND RECORDS OF SELLER AND EACH OF ITS
AFFILIATES;
(IV)
ALL CURRENT AND PRIOR INSURANCE POLICIES OF SELLER AND ITS AFFILIATES
AND ALL RIGHTS OF ANY NATURE WITH RESPECT THERETO, INCLUDING ALL INSURANCE
PROCEEDS RECEIVED OR RECEIVABLE THEREUNDER (OTHER THAN ANY SUCH AMOUNTS INCLUDED
IN THE PURCHASED ASSETS PURSUANT TO SECTION 2.2(P)) AND RIGHTS TO ASSERT CLAIMS
WITH RESPECT TO ANY SUCH INSURANCE RECOVERIES;
(V)
THE ASSETS OF ANY BENEFIT PLAN THAT IS CONTRIBUTED TO OR MAINTAINED
FOR THE BENEFIT OF ANY BUSINESS EMPLOYEES OF ANY ASSET SELLING ENTITY;
(VI)
THE "TYCO" AND "TYCO ELECTRONICS" NAMES, MARKS AND LOGOS, AND ANY
OTHER ITEM SET FORTH ON SCHEDULE 5.9 OF THE SELLER DISCLOSURE LETTER AND ANY
INTELLECTUAL PROPERTY RELATING THERETO;
(VII)
ALL LOANS AND OTHER ADVANCES OWING TO SELLER OR ANY OF ITS AFFILIATES
BY EACH BUSINESS EMPLOYEE WHO DOES NOT BECOME A TRANSFERRED EMPLOYEE;
(VIII)
THE TAX RECORDS (INCLUDING TAX RETURNS AND SUPPORTING WORKPAPERS)
COVERING ANY PERIOD ENDING, OR ANY TRANSACTION OF ANY ASSET SELLING ENTITY
OCCURRING ,ON OR
PRIOR TO THE