|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. “Purchase Orders”);
(h) Books and Records. All sales and business records, service records, books of account, ledgers, general, financial and accounting records, personnel records, files, invoices, inventory records, engineering, maintenance, operating and production records, cost and pricing information, business plans, catalogs, quality control records, blueprints, research and development files, records, patent disclosures, patent life histories, litigation files, subscribers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals, subscriber and supplier correspondence (in all cases, in any form or medium), of Seller primarily relating to the Assets, the Assumed Liabilities or otherwise to the Business, subject to Seller retaining copies or originals of the same, if and as disclosed to Buyer and consented to by Buyer (which consent shall not be unreasonably withheld);
(i) Goodwill. All of Seller’s customer relationships, supplier relationships and goodwill generated by or associated with the Business or the operation or conduct of the Business or in connection with any Asset, including the exclusive right to represent oneself as the successor of the Business;
2
(j) Permits. All assignable or transferable Permits associated with the Leased Property or otherwise exclusively related to the Business, and all pending applications or renewals thereof of Seller; and
(k) Non-Disclosure Obligations. To the extent assignable, all non-disclosure, confidentiality and similar obligations owed to Seller to the extent related to the Business.
The Assets shall include all assets of the type described in Sections 1.1(b)-(c), (e)-(f) and (h)-(k) that are acquired by Seller with respect to the Business between the date hereof and the Closing Date and shall exclude any such assets that are disposed of, sold or consumed after the date hereof in the ordinary course of business.
|
| |||||||
