ALL CLIENT, CUSTOMER AND
SUPPLIER LISTS, TELEPHONE NUMBERS AND ELECTRONIC
10
MAIL ADDRESSES WITH RESPECT TO PAST, PRESENT OR PROSPECTIVE CLIENTS, CUSTOMERS
AND SUPPLIERS; (IV) COPIES OF ACCOUNTING AND TAX BOOKS, LEDGERS AND RECORDS AND
OTHER FINANCIAL RECORDS; (V) ALL SALES AND CREDIT RECORDS, CATALOGS AND
BROCHURES, PURCHASING RECORDS AND RECORDS RELATING TO SUPPLIERS; AND
(VI) SUBJECT TO APPLICABLE LAW, ORIGINAL PERSONNEL RECORDS OF ALL TRANSFERRED
EMPLOYEES;
(I)
ALL THE PAYMENTS (OR PRO RATA PORTIONS THEREOF) MADE BY SELLER
WITH RESPECT TO THE PURCHASED ASSETS OR THE BUSINESS WHICH CONSTITUTE, AS OF THE
CLOSING DATE, PREPAID EXPENSES IN ACCORDANCE WITH GAAP;
(J)
ALL THE VEHICLES OWNED OR (TO THE EXTENT ASSIGNABLE) LEASED BY
SELLER OR BY AFFILIATES OF SELLER AND USED IN THE OPERATION OF THE BUSINESS ON
THE CLOSING DATE, IN EACH CASE AS LISTED ON SCHEDULE 2.1(J);
(K)
THE GOODWILL RELATED TO THE CONDUCT OF THE BUSINESS AND ALL RIGHTS
TO CONTINUE TO USE THE PURCHASED ASSETS AS AN ONGOING BUSINESS;
(L)
ALL ASSETS INCLUDED IN THE CALCULATION OF CURRENT ASSETS ON THE
CLOSING BALANCE SHEET; AND
(M)
ALL OTHER ASSETS, PROPERTIES, RIGHTS, CLAIMS AND INTERESTS OF
SELLER THAT ARE NOT SPECIFICALLY INCLUDED IN THE DEFINITION OF THE TERM
"EXCLUDED ASSETS" IN SECTION 2.2.
2.2
Excluded Assets.
Notwithstanding anything to the contrary in
Section 2.1, the following assets, properties, rights and interests of Seller
(collectively, the "Excluded Assets") are excluded from the Purchased Assets and
shall remain the property of Seller after the Closing:
(A)
CORPORATE SEALS, ARTICLES OF INCORPORATION, MINUTE BOOKS, STOCK
BOOKS, TAX RETURNS, ORIGINAL ACCOUNTING AND TAX BOOKS, LEDGERS, RECORDS AND
OTHER FINANCIAL RECORDS OR OTHER RECORDS RELATING TO THE CORPORATE ORGANIZATION
OF SELLER;
(B)
ALL CASH ON HAND, CASH EQUIVALENTS, INVESTMENTS (INCLUDING STOCK,
DEBT INSTRUMENTS, OPTIONS AND OTHER INSTRUMENTS AND SECURITIES) AND BANK
DEPOSITS;
(C)
ALL ACCOUNTS OR NOTES RECEIVABLE OWED TO SELLER BY PARENT OR ANY
PERSON LISTED ON SCHEDULE 1.1(A) OTHER THAN ACCOUNTS OWED BY O.G. DEHYDRATED, A
CALIFORNIA CORPORATION;
(D)
ALL RIGHTS OF SELLER:
(I) TO USE ANY SERVICE MARKS, SERVICE
NAMES, TRADEMARKS, TRADE NAMES, DOMAIN NAMES, LOGOS OR BRAND NAMES, AND RELATED
GOODWILL, OF PARENT OR ANY OTHER PERSON LISTED ON SCHEDULE 1.1(A) (INCLUDING ANY
DERIVATIVES THEREOF), OR TO USE BLUEPRINTS, DRAWINGS, DESIGNS, MANUALS,
DOCUMENTATION OR OTHER INTELLECTUAL PROPERTY RIGHTS ATTRIBUTABLE TO OR WHICH ARE
USED SOLELY IN SELLER'S MANUFACTURING OF PRODUCTS FOR PARENT OR ANY OTHER PERSON
LISTED ON SCHEDULE 1.1(A) AND (II) IN ANY TANGIBLE PERSONAL PROPERTY (INCLUDING
MOLDS, TOOLING AND OTHER EQUIPMENT) WHICH ARE USED OR USABLE SOLELY IN SELLER'S
MANUFACTURING OF PRODUCTS FOR PARENT OR ANY OTHER PERSON LISTED ON
SCHEDULE 1.1(A), IN EACH CASE TO THE EXTENT LISTED ON SCHEDULE 2.2(D);
11
(E)
ALL INSURANCE POLICIES, FIDELITY OR SURETY BONDS OR FIDUCIARY
LIABILITY POLICIES COVERING THE PURCHASED ASSETS, THE BUSINESS OR THE
OPERATIONS, EMPLOYEES, OFFICERS OR DIRECTORS OF SELLER AND ALL RIGHTS OF SELLER
OF EVERY NATURE AND DESCRIPTION UNDER OR ARISING OUT OF SUCH POLICIES AND BONDS;
(F)
ORIGINALS OF ALL PERSONNEL