Item 7.2 List of Scehdules 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")
SCHEDULE LISTING
Schedule Number Schedule Content Section of the Agreement
Schedule 2.1.1 Listing of all machinery and Section 2.1.1. Purchase
equipment ("Equipment") owned and Sale of Assets. (p.7)
by Seller including a
description of the condition
of each item of machinery and
Equipment
Schedule 2.1.6 Listing of all unfulfilled Section 2.1.6. Purchase
customer orders accepted by and Sale of Assets. (p.8)
Seller in the ordinary course,
at prices and quantities
comparable to those applicable
to such customers during the
12 month period preceding the
signing of the Agreement,
where the products of the
Business have not been
delivered nor paid for
Schedule 2.2.5 Description of contractual Section 2.2. Excluded
obligations between Seller Assets. (p. 8)
and Dow Corning Europe
Schedule 2.4.2 Calculation of Net Section 2.4, Payment of
Operating Asset Value Purchase Price. (p. 8)
Schedule 2.13 Allocation of Purchase Price Section 2.13. Allocation
of Purchase Price (p. 10)
Schedule 4.2 Listing of Persons other Section 4.2. Authority
than Seller or DCC, the and Status. (p. 18)
act or consent of whom is
necessary to execute and
deliver the Agreement,perform
obligations thereunder, and
to consummate the transactions
contemplated by the Agreement
Schedule 4.3.1 Listing of defaults under Real Section 4.3.1. Real
Property Lease and events that Property Lease. (p. 19)
would constitute a default
under the Real Property Lease;
listing of actions by Seller,
DCC or any predecessor that
would trigger obligation to
Landlord at end of Real
Property Lease to restore the
real property to a prior
condition; listing of maintenance
costs in excess of $1,000;
listing of all components of
additional rent under the Real
Property Lease and the amount
currently being charged
Schedule 4.3.2A List and description of Section 4.3.2. Equipment.
substantially all owned (p. 19)
Equipment included in the
Assets to be sold and
transferred to Purchaser under
the Agreement; list of any
liens, claims, damages,
options, rights of third
parties or other encumbrances
of any nature on owned Equipment
Schedule 4.3.2.B List and description of Section 4.3.2. Equipment.
substantially all leased (p. 19)
Equipment included in the
Assets to be sold and
transferred to Purchaser under
the Agreement
Schedule 4.5 Listing of any document or Section 4.5. Agreement
instrument that the Agreement Does Not Violate Other
might violate, constitute an Instruments. (p. 20)
occurrence of default under,
conflict with, result in
acceleration of any obligation
under, or give rise to the right
of any party to terminate its
obligations under any document
or instrument to which either
Seller or DCC is a party or
bound or to which the Assets or
Business is subject
Schedule 4.6 Listing of (i) actions, suits, Section 4.6. Litigation.
investigations or proceedings (p. 20)
pending or threatened
concerning the Business,
Assets, Seller, or DCC
concerning Seller the Business
or the Assets; (ii) outstanding
judgments or decrees - same
criteria as above; or (iii) any
proceeding(s) instituted or
threatened seeking to restrain
the execution and delivery of
the Agreements or consummation
of the transactions contemplated
by the Agreement
Schedule 4.7 Listing of all Seller material Section 4.7. Licenses,
non-compliance with all Permits and Compliance
applicable statutes, with Law. (p. 21)
ordinances, rules, regulations,
orders and decrees of any
governmental authority
Schedule 4.8.1 Listing of employment-related Section 4.8. Labor and
charges or complaints against Employment Matters.(p.21)
or threatened against Seller;
listing of existing or
threatened labor problems
affecting the Assets or the
Business; listing of proceedings
or threatened proceedings
arising out of any collective
bargaining agreement
Schedule 4.8.2A Sets forth the gross amount Section 4.8. Labor and
of accrued and unused vacation Employment Matters.(p.21)
pay for calendar year 1996
owed by Seller as of the
Closing Date to each employee
of Seller employed on such date
Schedule 4.8.2B Sets forth the gross amount Section 4.8. Labor and
of accrued and unused vacation Employment Matters.(p.21)
pay for calendar year 1997
owed by Seller as of the
Closing Date to each employee
of Seller employed on such date
Schedule 4.9A Listing of violations of Section 4.9.
Environmental warranties Environmental Laws.(p.22)
Schedule 4.9B Listing of Environmental Section 4.9.
Permits, Environmental Laws.(p.22)
Schedule 4.10.1 Listing of each plan, Section 4.10.1
program, arrangement, Identification of Benefit
practice or contract which Plans. (p. 23)
provides rights, benefits or
compensation to or on behalf
of one or more of Seller's
employees or former employees
Schedule 4.10.2 Listing of instances where Section 4.10.2. Title IV
Seller has (i) maintained or of ERISA; Multi-Employer
been obligated to contribute Plan. (p. 23)
to any Benefit Plan which is
subject to ERISA or (ii) been
a party to or withdrawn from
any multi-employer plan as
defined in Section 3(37) of
ERISA
Schedule 4.10.4 Listing of instances where Section 4.10.4.
Seller has not complied with Retirement Plan. (p. 24)
material obligations under
the Retirement Plan; listing
of non-compliance with applicable
laws; listing of events that
could disqualify Retirement Plan
from tax-exempt status
Schedule 4.11.2 Listing of every jurisdiction, Section 4.11.2. Filing
other than the U.S. and Jurisdictions. (p. 25)
Illinois, in which Seller has
filed any tax return or similar
governmental filing at any time
during the 3 years preceding the
date of the Agreement, including
a description and identifying
number
Schedule 4.11.3 Listing of deficiencies for Section 4.11.3. All
taxes that have been asserted Returns Filed. (p. 25)
or threatened against Seller
and any audits of any tax
returns that are currently
in progress or threatened
Schedule 4.12 Listing of any Assets subject Section 4.12. No
to any public authority Condemnation or
condemnations or Expropriation. (p. 25)
appropriations or proposed
condemnations or
appropriations that would have
any adverse effect on the
Business conducted at the Real
Property
Schedule 4.14 Listing of instances where Section 4.14.
Seller, DCC or any Affiliate Intellectual Property
has granted a license to or Rights. (p. 26)
entered into any contract or
arrangement with under which
any Person (besides Purchaser
under the Agreement) has
obtained or would obtain the
right to use any Intellectual
Property Rights in connection
with the conduct of any
undertaking that would compete
with the Business
Schedule 4.16.1 Listing of all contracts and Section 4.16. Material
agreements of Seller, DCC or Contracts. (p. 26)
any Affiliates with
manufacturer's representatives,
distributors and other persons
or entities engaged in the sale
or distribution of product
manufactured by Seller
Schedule 4.16.2 Standard terms and conditions; Section 4.16. Material
listing of all purchase orders Contracts. (p. 26)
and other agreements for the
purchase of goods or services,
including without limitation
blanket orders, letters of
intent, open purchase orders,
maintenance contracts and the
like, pursuant to which Seller
is obligated to third parties
(including DCC and the Affiliates)
Schedule 4.16.3 As above for sales of goods Material Contracts.
and services; any terms that (p. 27)
would limit assignability from
Seller to Purchaser
Schedule 4.16.4 Listing of all leases and Material Contracts.
agreements of Seller granting (p. 27)
to Seller possession of or
rights to real or personal
property
Schedule 4.16.5 Listing of all material Material Contracts.
written agreements of Seller (p. 27)
not listed in Schedules
4.16.1; 4.16.2; 4.16.3;
or 4.16.4
Schedule 4.17 Listing and description of Section 4.17. Insurance
all pending claims under Coverage. (p. 27)
Seller's liability and
property insurance policies
