Item 7.3 List of Exhibits to the Purchase and Sale of Assets Agreement
PURCHASE AND SALE OF ASSETS AGREEMENT
BY AND AMONG
XXXXXX CORPORATION ("Purchaser")
AND DOW CORNING LIQUID SYSTEM TECHNOLOGIES, INC. ("Seller")
AND DOW CORNING CORPORATION ("DCC")
DATED AS OF NOVEMBER 4, 1996 (the "Agreement")
EXHIBITS LISTING
Exhibit Number Exhibit Content Section of the Agreement
Exhibit 2.1.3A Form of Intellectual Property Section 2. Purchase and
Assignment Agreement among Sale of Assets. (p. 7)
Purchaser, DCC and Seller
Exhibit 2.1.3B Form of Patent Cross-License Section 2. Purchase and
Agreement Sale of Assets. (p. 7)
Exhibit 2.4 "Purchaser Note" - Form of Section 2.4. Payment
$1,500,000 Promissory Note to of Purchase Price.
be executed by Purchaser and (p. 9)
delivered to Seller at
Closing
Exhibit 2.5 Form of Assignment, Assumption Section 2.5. Assignment
and Modification Agreement of Real Estate Lease.
(p. 9)
Exhibit 2.9 Form of Material Supply Section 2.9. Material
Agreement to be entered into by Supply Agreement.
DCC and Purchaser (p. 10)
Exhibit 2.10 Form of Non-Competition and Section 2.10. Non-
Confidentiality Agreement to be Competition and
entered into among Seller, DCC Confidentiality Agreement.
and Purchaser (p. 10)
Exhibit 2.11 Form of Cooperative Advertising Section 2.11.
Agreement between DCC and Cooperative Advertising
Purchaser Agreement. (p. 10)
Exhibit 2.12 Form of Joint Development Section 2.12. Joint
Agreement between DCC and Development Agreement
Purchaser (p. 10)
Exhibit 3.3.4 Motion to Approve Section 3.3.4.
Bankruptcy Court
Approval. (p. 12)
Exhibit 4.7 If material to the operation of Section 4.7. Licenses,
the Business, copies of all Permits and Compliance
licenses, certificates, permits, with Law. (p. 21)
franchises, rights, and other
approvals and authorizations
from all appropriate federal,
state, local or other public
authorities legally required
for the use of the Assets and
the operation of the Business
Exhibit 4.8.3A Copies of all unexpired Section 4.8. Labor
non-competition agreements of and Employment
Seller and any such agreements Matters. (p. 21)
of DCC that pertain to the
Business
Exhibit 4.8.3B Copies of restrictive Section 4.8. Labor
covenants of Seller and any and Employment
such agreements of DCC that Matters. (p. 21)
pertain to the Business
Exhibit 4.8.3C Copies of confidentiality Section 4.8. Labor
agreements and any such and Employment
agreements of DCC that pertain Matters. (p. 21)
to the Business
Exhibit 4.8.3D Copies of all compensation Section 4.8. Labor
plans and Employment
Matters. (p. 21)
Exhibit 4.8.3E Copies of all employee Section 4.8. Labor
handbooks and statements of and Employment
employee benefits or policies Matters. (p. 22)
of Seller in effect at any
time during the 1 yr. period
preceding the date of the
Agreement
Exhibit 4.8.4 Copies of Seller's files and Section 4.8. Labor
records relating to employee and Employment
health and safety matters for Matters. (p. 22)
the 3 year period prior to
Closing, including OSHA 200
logs, federal and state
occupational health and safety
and inspection results, and
xxxxxxx'x compensation claim
and loss information
Exhibit 4.16.1 All contracts and agreements Section 4.16. Material
(including all amendments, Contracts. (p. 26)
supplements and modifications)
of Seller, DCC and any Affiliates
with manufacturer's
representatives, distributors
and other persons or entities
engaged in the sale or
distribution of product
manufactured by Seller
Exhibit 4.16.2 True, accurate and complete Section 4.16. Material
copies of all purchase orders Contracts. (p. 27)
and other agreements (including
all amendments, supplements and
modifications) for the purchase
of goods or services, pursuant
to which Seller is obligated to
third parties
Exhibit 4.16.3 True, accurate and complete Section 4.16. Material
copies of all sales orders and Contracts. (p. 27)
other agreements (including
all amendments, supplements
and modifications), including
blanket orders, letters of
intent, open customer orders
and the like, for the sale of
goods or services, such
Schedule to include all
product or service warranties
that have not expired
Exhibit 4.16.4 True, accurate and complete Section 4.16. Material
copies of all leases and Contracts. (p. 27)
agreements of Seller (including
all amendments, supplements and
modifications) granting to Seller
possession of or rights to real
or personal property
Exhibit 4.16.5 True, accurate and complete Section 4.16. Material
copies of all other material Contracts. (p. 27)
written agreements of Seller
(including all amendments,
supplements and modifications)
listed in Schedule 4.16.5
