WAIVERS AND AUTHORIZATIONS HELD OR USED BY THE
SELLER IN CONNECTION WITH, OR REQUIRED FOR, THE BUSINESS, TO THE EXTENT
TRANSFERABLE;
(XII)
ALL THE SELLER'S RIGHT, TITLE AND INTEREST AT
THE CLOSING IN, TO AND UNDER ALL OTHER ASSETS, RIGHTS AND CLAIMS OF EVERY KIND
AND NATURE DIRECTLY OR INDIRECTLY OWNED BY THE SELLER OR TO WHICH THE SELLER IS
DIRECTLY OR INDIRECTLY ENTITLED, IN EACH CASE, USED IN THE OPERATION OF, OR
RESIDING WITH, THE BUSINESS;
(XIII)
PREPAIDS AND OTHER CURRENT ASSETS;
(XIV)
OTHER LONG-TERM ASSETS;
(XV)
ALL AUDIOVOX'S RIGHTS, TITLE AND INTEREST IN THE
SHARED MIS SYSTEMS; AND
(xvi)
All the Seller's or Audiovox's rights, title and
interest in the replicated copy of the Developed Software replicated in
accordance with Section 5.22.
(B)
NOTWITHSTANDING ANYTHING IN SECTION 2.01(A)
TO THE CONTRARY, THE PURCHASED ASSETS SHALL EXCLUDE THE FOLLOWING ASSETS AND
PROPERTIES OWNED BY THE SELLER (THE "EXCLUDED ASSETS"):
(I)
CASH AND MARKETABLE SECURITIES AND ALL
BANK ACCOUNTS OF THE SELLER RELATING TO THE BUSINESS;
17
(II)
THE PURCHASE PRICE BANK ACCOUNT;
(III)
ALL RIGHTS OF THE SELLER UNDER THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS;
(IV)
TAX RETURNS OF THE SELLER (AND RELATED
WORKPAPERS);
(V)
EXCEPT AS PROVIDED IN SECTION 5.18(A), ALL
TAX REFUNDS OF THE SELLER;
(VI)
TRADEMARKS OWNED BY AUDIOVOX OR TOSHIBA, OR
THEIR RESPECTIVE EMPLOYEES, AFFILIATES (OTHER THAN THE SELLER), SUCCESSORS OR
ASSIGNS;
(VII)
THE INTELLECTUAL PROPERTY SET FORTH IN SECTION
2.01(B)(VII) OF THE DISCLOSURE SCHEDULE (THE "EXCLUDED INTELLECTUAL PROPERTY");
(VIII)
ALL RECEIVABLES OF THE BUSINESS AS OF 5:30 P.M.
EST ON THE DATE OF THE CLOSING;
(IX)
ALL FURNITURE AND OTHER TANGIBLE PROPERTY
USED BY, AND IN THE OFFICE OF, JOHN SHALAM ON THE DATE OF CLOSING;
(X)
ALL CLAIMS, INCLUDING CLAIMS ARISING UNDER
INSURANCE POLICIES, RELATED TO THE EXCLUDED LIABILITIES OR EXCLUDED ASSETS,
INCLUDING THOSE REASONABLY NECESSARY OR DESIRABLE TO ENFORCE RIGHTS AGAINST
THIRD PARTIES OR DEFEND AGAINST THOSE SEEKING TO ENFORCE EXCLUDED LIABILITIES;
(XI)
ALL RIGHTS AGAINST COMPAL ELECTRONICS, INC.
RELATING TO ACTIONS OCCURRING PRIOR TO CLOSING;
(XII)
ANY RIGHTS, SOFTWARE OR OTHER LICENSE OR
PRACTICES WITH RESPECT TO WEBSITES, INTERNET ADDRESSES OR DOMAIN NAMES USED IN
CONNECTION WITH THE BUSINESS;
(XIII)
THE EQUITY INTERESTS IN THE SELLER AND THOSE
ENTITIES SET FORTH IN SECTION 3.01(C) OF THE DISCLOSURE SCHEDULE;
(XIV)
ORGANIZATION DOCUMENTS, MINUTE AND STOCK RECORD
BOOKS, STOCK CERTIFICATES AND THE CORPORATE SEAL OF THE SELLER AND THOSE
ENTITIES SET FORTH IN SECTION 3.01(C) OF THE DISCLOSURE SCHEDULE; AND
(XV)
ALL BOOKS OF ACCOUNT, GENERAL, FINANCIAL AND
PERSONNEL RECORDS, INVOICES, CORRESPONDENCE AND OTHER DOCUMENTS RELATING
EXCLUSIVELY TO THE EXCLUDED ASSETS AND THE EXCLUDED LIABILITIES (INCLUDING ALL
RECORDS RELATING TO TAXES).
SECTION 2.02.
Assumption and Exclusion of Liabilities.
(a)
Upon the terms and
subject to the conditions of this Agreement, at the Closing, the Purchaser shall
assume and shall agree to pay, perform and discharge the following Liabilities
of the Seller, except for the Excluded Liabilities (the "Assumed Liabilities"):
18
(I)
ALL LIABILITIES REFLECTED OR RESERVED
AGAINST ON THE CLOSING STATEMENT