OF SELLERS THAT IS REPORTED IN
PARENT'S PUBLICLY DISCLOSED CONSOLIDATED FINANCIAL STATEMENTS AS THE ENGINEERED
PRODUCTS SEGMENT, INCLUDING THE DESIGN, MANUFACTURING, SERVICE AND SALE OF
EQUIPMENT FOR COILED TUBING, ACIDIZING, FRACTURING, PUMPING (INCLUDING NITROGEN
PUMPING EQUIPMENT), RAILCAR MOVERS, SEISMIC EQUIPMENT SYSTEMS, SILICON
CONTROLLED RECTIFIERS AND SWITCHGEAR EQUIPMENT AS WELL AS ANY GOODWILL
ASSOCIATED THEREWITH (BUT EXCLUDING THE EXCLUDED ASSETS) (COLLECTIVELY, THE
"BUSINESS").
All of the property and assets to be transferred to Buyer hereunder are herein
referred to collectively as the "Assets."
2.2
EXCLUDED ASSETS
Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere
in this Agreement, the following assets of Sellers (collectively, the "Excluded
Assets") are not part of the sale and purchase contemplated hereunder, are
excluded from the Assets and shall remain the property of Sellers after the
Closing:
(A)
ALL CASH, CASH EQUIVALENTS, SECURITIES,
MONEY ON DEPOSIT WITH BANKS, CERTIFICATES OF DEPOSIT AND SIMILAR INSTRUMENTS AND
SHORT-TERM INVESTMENTS, OTHER THAN AS PROVIDED FOR IN SECTION 2.1(K);
(B)
ALL MINUTE BOOKS, STOCK RECORDS AND
CORPORATE SEALS;
(C)
THOSE RIGHTS RELATING TO DEPOSITS AND
PREPAID EXPENSES AND CLAIMS FOR REFUNDS AND RIGHTS TO OFFSET IN RESPECT THEREOF
LISTED IN SECTION 2.2(C) OF THE SELLER DISCLOSURE LETTER;
(D)
ALL INSURANCE POLICIES AND RIGHTS THEREUNDER
AND ALL INSURANCE BENEFITS, INCLUDING RIGHTS AND PROCEEDS, ARISING FROM OR
RELATING TO THE ASSETS AND THE ASSUMED LIABILITIES PRIOR TO THE EFFECTIVE TIME;
(E)
ALL SELLER CONTRACTS LISTED IN SECTION
2.2(E) OF THE SELLER DISCLOSURE LETTER;
(F)
ALL PERSONNEL RECORDS AND OTHER RECORDS
THAT ANY SELLER IS REQUIRED BY LEGAL REQUIREMENT TO RETAIN IN ITS POSSESSION;
(G)
ALL DATA AND RECORDS THAT DO NOT CONSTITUTE
BUSINESS RECORDS;
(H)
ALL DEPOSITS OR CLAIMS FOR REFUND OR CREDIT
OF TAXES AND OTHER GOVERNMENTAL CHARGES OF WHATEVER NATURE TO THE EXTENT
RELATING TO PERIODS PRIOR TO THE EFFECTIVE TIME;
14
(I)
ALL RIGHTS IN CONNECTION WITH AND ASSETS
OF THE SELLER BENEFIT PLANS;
(J)
ALL GOVERNMENT AUTHORIZATIONS THAT ARE
NOT TRANSFERABLE;
(K)
ALL RIGHTS OF SELLERS UNDER THIS AGREEMENT,
THE BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE OTHER TRANSACTION
AGREEMENTS;
(L)
EXCEPT TO THE EXTENT SET FORTH IN
SECTION 3.20(A)(I) OF THE SELLER DISCLOSURE LETTER AND EXCEPT FOR [***] EACH
SELLER'S RIGHT, TITLE AND INTEREST IN OR TO ANY PATENT, PATENT APPLICATIONS,
CORPORATE NAMES, ASSUMED FICTIONAL BUSINESS NAMES, TRADE NAMES, REGISTERED AND
UNREGISTERED TRADEMARKS, SERVICE MARKS, APPLICATIONS, LOGOS, ICONS OR DESIGNS,
INCLUDING ANY TRADE DESIGNATION THAT COMPRISE OR ARE SIMILAR TO "STEWART &
STEVENSON," THE STEWART & STEVENSON LOGO OR ANY DERIVATIVE OR ABBREVIATION
THEREOF;
(M)
EACH RIGHT IN INTERNET WEB SITES AND INTERNET
DOMAIN NAMES OTHER THAN THE INTERNET DOMAIN NAMES EXPRESSLY SET FORTH IN SECTION
2.1(J) OF THE SELLER DISCLOSURE LETTER;
(N)
ACCOUNTS, NOTES OR DEBTS OWED TO THE
BUSINESS FROM, OR BY THE BUSINESS TO, A RELATED PERSON OF ANY SELLER PRIOR TO
THE EFFECTIVE TIME;
(O)
ALL CLAIMS OF ANY SELLER AGAINST THIRD
PARTIES RELATING TO THE BUSINESS OR THE ASSETS, WHETHER CHOATE OR INCHOATE,
KNOWN OR UNKNOWN, CONTINGENT