Common use of Liability for Transfer Taxes Clause in Contracts

Liability for Transfer Taxes. 53 EXHIBITS EXHIBIT A Form of Cross-License Agreement EXHIBIT B Form of Technology License Agreement EXHIBIT C Form of Trademark License Agreement EXHIBIT D Form of Supply Agreement SCHEDULES SCHEDULE 1.2 Excluded Assets SCHEDULE 2.4(a) Retention Incentive Agreements SCHEDULE 3.2(b) Qualification to Do Business; Good Standing SCHEDULE 3.3 Conflicts SCHEDULE 3.4 September Balance Sheet SCHEDULE 3.5 Undisclosed Liabilities SCHEDULE 3.6(a) Contested Taxes SCHEDULE 3.7 Absence of Changes SCHEDULE 3.8 Litigation SCHEDULE 3.9(a) Compliance with Laws SCHEDULE 3.9(b) Governmental Approvals and other Consents SCHEDULE 3.9(c) Government Contracts SCHEDULE 3.10 Asset Exceptions SCHEDULE 3.11(a) Contracts SCHEDULE 3.11(c) Defaults and Consents under Contracts SCHEDULE 3.13 Inventory Exceptions SCHEDULE 3.15 Product Warranties SCHEDULE 3.16(a) Owned Intellectual Property SCHEDULE 3.16(b) Intellectual Property Licensing Arrangements SCHEDULE 3.16(c) Infringement by Third Parties SCHEDULE 3.16(d) Claims by Third Parties SCHEDULE 3.17 Insurance SCHEDULE 3.18(a) Owned Real Property SCHEDULE 3.18(b) Leases SCHEDULE 3.19(a) Environmental Matters SCHEDULE 3.21(a) Employee Benefit Plans SCHEDULE 3.23 Suppliers and Customers SCHEDULE 3.24 Backlog SCHEDULE 4.2 Governmental Approvals and other Consents SCHEDULE 5.2(e) Letters of Credit; Performance and Surety Bonds SCHEDULE 5.2(f) Severance Agreements SCHEDULE 6.2(c) Consents ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of December 19, 1997, between L-3 Communications Corporation, a Delaware corporation (the "Buyer"), and California Microwave, Inc., a Delaware corporation (the "Seller").

Liability for Transfer Taxes. 53 -iii- 5 EXHIBITS EXHIBIT A Form of Cross-License Agreement EXHIBIT B Form of Technology License Agreement EXHIBIT C Form of Trademark License Agreement EXHIBIT D Form of Supply Agreement SCHEDULES SCHEDULE 1.2 Excluded Assets SCHEDULE 2.4(a) Retention Incentive Agreements SCHEDULE 3.2(b) Qualification to Do Business; Good Standing SCHEDULE 3.3 Conflicts SCHEDULE 3.4 September Balance Sheet SCHEDULE 3.5 Undisclosed Liabilities SCHEDULE 3.6(a) Contested Taxes SCHEDULE 3.7 Absence of Changes SCHEDULE 3.8 Litigation SCHEDULE 3.9(a) Compliance with Laws SCHEDULE 3.9(b) Governmental Approvals and other Consents SCHEDULE 3.9(c) Government Contracts SCHEDULE 3.10 Asset Exceptions SCHEDULE 3.11(a) Contracts SCHEDULE 3.11(c) Defaults and Consents under Contracts SCHEDULE 3.13 Inventory Exceptions SCHEDULE 3.15 Product Warranties SCHEDULE 3.16(a) Owned Intellectual Property SCHEDULE 3.16(b) Intellectual Property Licensing Arrangements SCHEDULE 3.16(c) Infringement by Third Parties SCHEDULE 3.16(d) Claims by Third Parties SCHEDULE 3.17 Insurance SCHEDULE 3.18(a) Owned Real Property SCHEDULE 3.18(b) Leases SCHEDULE 3.19(a) Environmental Matters SCHEDULE 3.21(a) Employee Benefit Plans SCHEDULE 3.23 Suppliers and Customers SCHEDULE 3.24 Backlog SCHEDULE 4.2 Governmental Approvals and other Consents SCHEDULE 5.2(e) Letters of Credit; Performance and Surety Bonds SCHEDULE 5.2(f) Severance Agreements SCHEDULE 6.2(c) Consents ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of December 19, 1997, between L-3 Communications Corporation, a Delaware corporation (the "Buyer"), and California Microwave, Inc., a Delaware corporation (the "Seller").