BE
INEFFECTIVE AS TO SUCH JURISDICTION TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT INVALIDATING OR RENDERING UNENFORCEABLE SUCH TERM OR
PROVISION IN ANY OTHER JURISDICTION, THE REMAINING TERMS AND PROVISIONS OF THIS
AGREEMENT OR THE APPLICATION OF SUCH TERMS AND PROVISIONS TO CIRCUMSTANCES OTHER
THAN THOSE AS TO WHICH IT IS HELD INVALID OR ENFORCEABLE.
7.12
GUARANTEE.
GUARANTOR HEREBY UNCONDITIONALLY
GUARANTEES IN FAVOR OF SELLER AND ITS SUCCESSORS AND ASSIGNS THE FULL AND
PUNCTUAL PERFORMANCE BY BUYER OF EACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
THIS GUARANTY IS AN ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTY OF THE FULL
PERFORMANCE OF THIS AGREEMENT BY BUYER AND IS IN NO WAY CONDITIONED UPON ANY
REQUIREMENT OF SELLER TO FIRST ATTEMPT TO COLLECT ANY AMOUNTS OWING BY BUYER TO
SELLER OR TO ENFORCE PERFORMANCE OF ANY OBLIGATION HEREOF BY BUYER.
SHOULD
BUYER DEFAULT IN THE PAYMENT OR PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER
OR ITS ASSIGNS MAY CAUSE THE IMMEDIATE PERFORMANCE BY GUARANTOR OF BUYER'S
OBLIGATIONS HEREUNDER AND CAUSE ANY PAYMENT OBLIGATIONS TO IMMEDIATELY BECOME
DUE AND PAYABLE TO SELLER OR ITS ASSIGNS, WITHOUT DEMAND OR NOTICE OF ANY
NATURE, ALL OF WHICH ARE EXPRESSLY WAIVED BY BUYER.
7.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART HEREOF SHALL BE DEEMED TO
BE AN ORIGINAL INSTRUMENT, BUT ALL SUCH
27
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AGREEMENT.
FACSIMILE SIGNATURES
SHALL BE TREATED AS IF THEY WERE ORIGINALS.
[SIGNATURE PAGE FOLLOWS]
28
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date first above written.
"SELLER"
DTS, INC.
a Delaware corporation
By:
/s/ Jon Kirchner
Name:
Jon Kirchner
Title:
President and
Chief Executive Officer
"BUYER"
BEAUFORT CALIFORNIA, INC.
By:
/s/ C.R.C. Thomas
Name:
C.R.C. Thomas
Title:
Chief Executive Officer
"GUARANTOR"
BEAUFORT INTERNATIONAL GROUP PLC
By:
[Illegible]
Name:
[Illegible]
Title:
Director
[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]
29
EXHIBIT A
DEFINITION OF CERTAIN TERMS
The terms defined in this Exhibit A, whenever used in this Agreement (including
in any schedule to this Agreement), shall have the respective meanings indicated
below for all purposes of this Agreement, unless otherwise indicated in this
Agreement (or the applicable schedule):
"Action": any actual claim, action, suit, arbitration, hearing, inquiry,
proceeding, complaint, charge or investigation by or before any Governmental
Entity or arbitrator and any appeal from any of the foregoing
"Affiliate":
with respect to any Person, any Person directly or indirectly
through one or more intermediaries, that controls, is controlled by, or is under
common control with such other Person
"Assumed Liabilities":
as defined in Section 1.1(c)
"Authorizations":
as defined in Section 1.1(a)(viii)
"Bulk Sales Laws":
as defined in Section 4.5
"Business":
as defined in the Recitals
"Business Day" means Monday through Friday, excluding any day of the year on
which banks are required or authorized to close in California.
"Business Confidential Information":
as defined in Section 2.5(i)
"Business Employees":
as defined in Section 2.6
"Cash Purchase Price":
as defined in Section 1.2.