ASSETS, PROPERTIES AND RIGHTS SPECIFICALLY SET FORTH IN THIS AGREEMENT AS BEING
SOLD, TRANSFERRED OR ASSIGNED TO, OR PURCHASED BY, PURCHASER.
2.2
EXCLUDED ASSETS. SUBJECT TO THE TERMS,
PROVISIONS AND CONDITIONS OF PARAGRAPH 7.6 HEREOF, THE ONLY ASSETS AND
PROPERTIES THAT SELLER SHALL RETAIN AND SHALL NOT TRANSFER TO PURCHASER, AND
WHICH ARE SPECIFICALLY EXCLUDED FROM THE SALE ASSETS, ARE THE FOLLOWING:
3
2.2.1
ALL RIGHTS OF SELLER UNDER
OR IN CONNECTION WITH THIS AGREEMENT.
2.2.2
THE ORIGINALS OF MINUTE
BOOKS AND STOCK TRANSFER RECORDS OF SELLER.
2.2.3
ALL OF SELLER'S CASH AND
CASH EQUIVALENTS ON HAND AND IN BANKS, INCLUDING CHECKS DEPOSITED FOR
COLLECTION.
2.2.4
THE ACCOUNTS RECEIVABLE DUE
SELLER FROM EACH OF DIAMAC ELECTRIC AND ELECTRIC CITY OF SOUTHERN CALIFORNIA.
2.2.5
THE RETAINED RECORDS AS
PROVIDED IN PARAGRAPH 9.5 HEREOF.
2.2.6
ALL FEDERAL, STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX REFUNDS TO THE EXTENT THAT SUCH REFUNDS ARE
ATTRIBUTABLE TO ANY PERIOD PRIOR TO THE CLOSING DATE.
2.3
CONSENTS. SELLER SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS, AND PURCHASER SHALL COOPERATE THEREWITH, TO OBTAIN ALL
NECESSARY CONSENTS TO THE ASSIGNMENT OF EVERY UNFILLED CUSTOMER ORDER, UNFILLED
PURCHASE ORDER, AND ASSUMED CONTRACTS FOR WHICH ASSIGNMENT TO PURCHASER IS
PROVIDED IN THIS AGREEMENT, TO THE EXTENT THAT SAME ARE NOT ASSIGNABLE WITHOUT
THE CONSENT OF A THIRD PARTY.
IN THE EVENT THAT, NOTWITHSTANDING SUCH
COMMERCIALLY REASONABLE EFFORTS, SELLER IS UNABLE TO OBTAIN ANY SUCH CONSENT,
THIS AGREEMENT SHALL NOT REQUIRE OR CONSTITUTE AN ASSIGNMENT OR ATTEMPTED
ASSIGNMENT THEREOF IF SUCH ASSIGNMENT OR ATTEMPTED ASSIGNMENT WOULD CONSTITUTE A
BREACH THEREOF.
IN SUCH EVENT, AND NOTWITHSTANDING THE ABSENCE OF SUCH CONSENT,
PURCHASER AS AN AGENT FOR SELLER, AT ITS OPTION, MAY ELECT TO PERFORM AND
DISCHARGE SELLER'S OBLIGATIONS THEREUNDER ARISING SUBSEQUENT TO THE CLOSING
DATE, AS PROVIDED HEREIN, AND PURCHASER SHALL, IF AND TO THE EXTENT THAT IT DOES
SO PERFORM AND DISCHARGE SELLER'S OBLIGATIONS, BE ENTITLED TO ALL OF THE
BENEFITS ARISING THEREFROM OR THEREUNDER SUBSEQUENT TO THE CLOSING DATE IN THE
SAME MARINER AS THOUGH SUCH CONSENT HAD BEEN OBTAINED.
THE FOREGOING
NOTWITHSTANDING, SELLER SHALL BE REQUIRED TO OBTAIN A LOAN PAYOFF LETTER AND AN
AGREEMENT TO RELEASE ANY AND ALL SECURITY AND COLLATERAL INTERESTS FROM AMERICAN
CHARTERED BANK ("ACB") WITH RESPECT TO ANY INTEREST WHICH ACB MAY HAVE IN OR TO
THE SALE ASSETS AS A CONDITION OF THE CLOSING.
3.
Consideration and Assumption of Specific
Liabilities by Purchaser
3.1
CONSIDERATION.
AS AND FOR CONSIDERATION OF
THE SALE, TRANSFER AND ASSIGNMENT BY SELLER TO PURCHASER OF THE SALE ASSETS SET
FORTH IN PARAGRAPH 2 ABOVE (EXCLUDING ANY EXCLUDED ASSETS AS SET FORTH IN
PARAGRAPH 2.2), PURCHASER AGREES (I) TO ASSUME, SATISFY AND DISCHARGE THE
ASSUMED LIABILITIES, AS THEY BECOME DUE AND PAYABLE; AND (II) TO PAY TO THE
SELLER, IN CASH, THE SUM OF $798,000.00 (THE "CASH PAYMENT").
THE CASH PAYMENT
AND THE ASSUMED LIABILITIES MAY HEREINAFTER BE COLLECTIVELY REFERRED TO AS THE
"PURCHASE PRICE".
3.2
SELLER'S SPECIFIC REPRESENTATIONS REGARDING
ASSUMED LIABILITIES.
WITH RESPECT TO SELLER AND THE