INVENTION AND DESIGN PATENTS, PATENT APPLICATIONS,
REGISTRATIONS AND APPLICATIONS FOR REGISTRATIONS;
(B)
TRADEMARKS, SERVICE MARKS, TRADE DRESS, INTERNET DOMAIN NAMES, LOGOS, TRADE
NAMES AND CORPORATE NAMES AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION
THEREOF;
(C)
COPYRIGHTS AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF;
(D)
MASK WORKS AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF;
(E)
COMPUTER SOFTWARE, DATA AND DOCUMENTATION, AND ANY RELATED RESEARCH AND
DEVELOPMENT DOCUMENTATION AND WHITE PAPERS;
(F)
INVENTIONS, TRADE SECRETS AND CONFIDENTIAL BUSINESS INFORMATION, WHETHER
PATENTABLE OR NONPATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE, KNOW-HOW,
MANUFACTURING AND PRODUCT PROCESSES AND TECHNIQUES, RESEARCH AND DEVELOPMENT
INFORMATION, COPYRIGHTABLE WORKS, FINANCIAL, MARKETING AND BUSINESS DATA,
PRICING AND COST INFORMATION, BUSINESS AND MARKETING PLANS AND CUSTOMER AND
SUPPLIER LISTS AND INFORMATION;
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(G)
OTHER PROPRIETARY RIGHTS RELATING TO ANY OF THE FOREGOING (INCLUDING
REMEDIES AGAINST INFRINGEMENTS THEREOF AND RIGHTS OF PROTECTION OF INTEREST
THEREIN UNDER THE LAWS OF ALL JURISDICTIONS); AND
(H)
COPIES AND TANGIBLE EMBODIMENTS THEREOF.
"Internal Systems" shall mean the internal systems of the Sellers that are used
in the Acquired Business, including manufacturing and testing systems and
computer hardware systems, software applications and embedded systems.
"Inventory" shall mean Sellers's inventories of raw materials (including
equipment parts), work in process, finished goods, supplies and other personal
property held for sale or lease to Buyer pursuant to the Manufacturing Agreement
or (b) consumption in connection with performance of the Manufacturing
Agreement.
"Inventory Listing" shall mean a
listing of the Inventory (containing the part
number, quantity and price) prepared in a manner consistent with Sellers's past
practices.
"Inventory Value" shall mean the book value of the Inventory as of the Closing
Date.
"Legal Proceeding" shall mean any action, suit, proceeding, claim, arbitration
or investigation before any Governmental Entity or before any arbitrator.
"Liabilities" shall mean any liabilities, indebtedness, obligations, accrued
expenses or contingencies, whether known or unknown, absolute or contingent,
liquidated or unliquidated, due or to become due and accrued or unaccrued.
"Materials of Environmental Concern" shall mean any: pollutants, contaminants or
hazardous substances, pesticides, solid wastes and hazardous wastes, chemicals,
other hazardous, radioactive or toxic materials, oil, petroleum and petroleum
products (and fractions thereof), or any other material (or article containing
such material) listed or subject to regulation under any law, statute, rule,
regulation, order, Permit, or directive due to its potential, directly or
indirectly, to harm the environment or the health of humans or other living
beings.
"Most Recent Balance Sheet" shall mean the unaudited consolidated balance sheet
of the Sellers as of the Most Recent Balance Sheet Date.
"Most Recent Balance Sheet Date" shall mean December 29, 2007.
"Non-controlling Party" shall mean the party not controlling the defense of any
Third Party Action.
"Ordinary Course of Business" shall mean the ordinary course of business
consistent with past custom and practice (including with respect to frequency
and amount).
"Parties" shall mean the Sellers and the Buyer.
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"Permits" shall mean all permits, licenses, registrations, certificates, orders,
approvals, franchises, variances and similar rights issued by or obtained from